A Lesson To Be Learned
by BlackReaperX75
Summary: Ichigo gets new training
1. Chapter 1

**A Lesson To Be Learned**

**I DO NOT OWN THIS STORY: v The original link is down here v**

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**A Lesson to be Learned**

Yoruichi sighed pleasantly in reflection.

The efforts to save Rukia had paid off; Aizen and his followers had left Soul Society; and peace between the ryoka and the Shinigami concluded their pained endeavors. For her, who had been running for over a century, it was nice to have things going back to how she remembered them. She now sat in her training base near her hot springs, relaxing after a somewhat tiring day. Again, she sighed and squirmed a little, and then looked down. There, nestled in between her bare thighs, was Soifon, lapping eagerly at her snatch. The small hands pushed on Yoruichi's legs to keep them apart and allow her full access to Yoruichi's hot, slippery core.

Such smooth skin; Soifon ran her palms up and down Yoruichi's strong thighs. She kissed the dark skin while moving a slender finger over to prod and then intrude Yoruichi's folds. Hearing her moan out smoothly while curling her hips brought a sly smirk to Soifon's busy mouth. Her tongue flicked over the sensitive nub at the crest of the Goddess of Flash's vagina. With the hand still placed firmly on Yoruichi's thigh, Soifon could feel muscles contracting as the sign of oncoming release.

They had been at this for some time after a leisurely rendezvous. Old lovers came together at Yoruichi's crag base, and Soifon was more than eager to please her master as she had once done so long ago on her first command. She didn't even undress herself, too eager and content with Yoruichi's unclothed beauty. Her large breasts had been toyed with first, of course, kissed and licked as if they supplied Soifon with life-sustaining nourishment. They were as she remembered them: heavy and glorious in every way. She relished the familiarity when she took a dark nipple into her mouth and suckled tenderly; she was probably more delighted than Yoruichi was while she ran her lips, tongue, and fingers all over her body.

At last, strong legs crossed around the back of Soifon's head and tightened, which urged the Second Squad captain to redouble her efforts. Her skillful tongue zigzagged about Yoruichi's labia and pressed against her clit flourishingly. The bucking of the ebony woman intensified seconds prior to her throwing her head back and giving a prolonged, elated sigh. She ground her pelvis against Soifon's mouth as she came to her orgasm. She was so composed and refined, even while in the throes of erupting pleasure. Soifon braced herself to not get thrown off balance during Yoruichi's thrusting, and continued to lick frantically to ensure that this climax sustained itself for as long as possible.

Taking in one, solid, deep breath while resting an arm over her perspiring brow, Yoruichi admired the stone ceiling of the cavern as Soifon sat up, cockily licking her lips for any leftover traces of Yoruichi's essence. "Was that satisfactory, Yoruichi-sama?"

Yoruichi stretched her right arm high over her head, working out her tired muscles with a leisurely grin. "Yeah," she replied in a grunt. She relaxed, and her yellow eyes gleamed at Soifon. Her smirk appeared as she folded her arms under her breasts; Soifon's interest in that area certainly didn't go unnoticed. "You've gotten better, Soifon. I assume you've had more encounters since me." It was more of a statement than a question.

The implication left Soifon's face as she looked away with a trace of red on her cheeks. "Of course not," she grumbled almost like a reprimanded little girl. "I haven't been with anyone since… you left." Her downcast eyes tilted upward, and she was that tentative, little girl that Yoruichi remembered so fondly.

"What?" Yoruichi was astonished at this proclimation. She noticed the shame on Soifon's face, and then asked, "Does that mean… you're still a virgin?"

Soifon almost felt insulted by the question. She turned to her lover, red with anger and embarrassment. "Yoruichi-sama!" she exclaimed. "You know that… you were my first." Her voice trailed off, and her gaze fell downward again.

The answer made Yoruichi laugh in amusement while patting her former ward's shoulder, never minding how awkward she made Soifon feel. "I know that," she declared boldly, remembering their first time together under the canopy of blossoming trees over a century ago. She knelt slightly so that she could be eye to eye with Soifon. "What I'm asking you is…" Her hand brushed against Soifon's right breast, making the petite captain tense. Yoruichi's voice was soft and airy, "Have you ever felt a man's touch on your body?"

The very thought appalled Soifon, for she did not think fondly of men after her vulgar and gluttonous vice-captain; even before then, her eyes were only for her princess. Her expression answered Yoruichi's question, and the buxom woman laughed. Insistently, she led Soifon to the exit of the cavern. "Don't worry, Soifon! I've got just the guy!" Her smile spread wide from who she had in mind, though Soifon immediately tried to protest her scheme.

Ducking in an alleyway to avoid detection from the rampaging captain of the Eleventh Squad, Ichigo bent over his knees and tried to catch his breath after running for the better part of the day. He would have felt more confident against Kenpachi if he actually had his Zanpakutou with him; his wooden sword couldn't have even been a distraction to the wild captain. After looking out of his hiding place, he sighed and walked into the sun.

He brushed his brow with his forearm, muttering how glad he was to lose Kenpachi. It was then that he realized that he wasn't quite sure where he was. He leapt atop the nearest wall to look around and get his bearings. He was not far from the Fourth Squad barracks, which was where Orihime was staying most of the time to tend to injured Shinigami. It would be the safest place for him to hide; even Kenpachi was on his best behavior within the walls of Captain Unohana Retsu's squad, though his best behavior wasn't anything to write home about.

Before he could take even his first step, a sash was thrown at him from above and wrapped around the entirety of his head. It was meant to keep him from yelling for help; covering up the rest of his face was just overboard. He staggered clumsily, yelling muffled words while waving his hands in panic. He pulled at the gauze, but the spell didn't yield him any possibility of tearing his way free.

There were two people he realized when he heard two pairs of feet land on the wall. He couldn't really make out their words underneath the layers of cotton, but he could tell that he was surrounded by two women. One seemed to be arguing with the other, who just laughed merrily and ignored all the comments. And Ichigo knew only one person with a laugh so childish and a personality so stubborn.

Before he knew it, he was tossed over a shoulder and was carried through the air at breakneck speeds.

Now back at the underground, Yoruichi dumped Ichigo on the dirt floor, where he sat with sprawled-out legs. The boy had calmed down somewhat, but he was still looking about anxiously, though he could not see. Since being abducted, Yoruichi had gone through the efforts to bind his arms behind him to make him more cooperative. Behind the Goddess of Flash, Soifon was blushing and displeased. "Yoruichi-sama, must I?" she grumbled, eyeing the bound, newly-instated substitute Shinigami.

"Now, Soifon, how can you hate something you've never tried before?" reasoned Yoruichi. She reached down to the sash wrapped around Ichigo's head. Quickly, she unwound the garments until he was freed, gasping desperately for air. Yoruichi smiled and stood over her apprentice. "You'll enjoy it, Soifon. Trust me."

"I knew it was you!" Ichigo barked, glaring up at Yoruichi. He struggled against his bonds. "What are you doing, Yoruichi-san? Why am I here?"

The grin on Yoruichi's lips was mischievous. "I have a favor to ask of you, Ichigo. And you won't refuse."

Ichigo didn't like the way that she had announced the request. She was, after all, a very impish woman and would tease in ways that would make people like himself very uncomfortable. He tried harder to escape the scarf wrapped around his wrists.

Without another word, Yoruichi bent over, removing her shin-guards and shoes before tugging down her spandex pants. Soifon felt a twinge of jealousy from watching her highly-esteemed lover undressing for some human-turned-Shinigami who was so unworthy of her presence. Still, that didn't stop her from gazing admiringly at Yoruichi's long, smooth legs as they were exposed. The tribal tattoo on the outside of her left thigh was so exquisite and captivating.

Ichigo cried out and squirmed violently. His face burned red, and he tried not to stare at Yoruichi as she continued to undress. "Why is it always the bottoms first?!" he complained, scooting away from Yoruichi when she started to remove her top. Her tits fell out after lifting a little with the tight spandex, jiggling slightly from the drop.

Yoruichi could only laugh at his complaints as she made herself completely nude. "Why do you always complain, Ichigo? Are you so eager to see my breasts instead?" She cupped them and teasingly lifted them for Ichigo to watch. He almost fainted from the blood rushing to his head. Already, his double-crossing cock was tenting his hakama pants at the front. He wished he could command it to not make it so obvious that he was greatly affected by Yoruichi's nakedness. It's not like he could be blamed; the princess of the Shihouin was exceedingly beautiful.

Forcing himself to look away, Ichigo finally noticed that the impassive Soifon-taichou was present, watching with narrow eyes filled with resentment. He felt as though she wanted to press a knife against his throat for invading her territory. Out of fear, he felt compelled to ask what her reason for being there was.

Yoruichi looked over her shoulder with a fond smile. "Actually, _you're_ here for _her_," she proclaimed, much to Soifon's embarrassment. "She's never been touched by a man, Ichigo, and I can think of no one better to do the honors."

"That isn't the way things are done!" Ichigo argued. He flushed when he regarded Soifon again. "You can't just make me… do something like that with anyone you want!" Regardless of how he looked – according to Yoruichi – he was more of the traditional type.

Yoruichi was suddenly leaning on top of him, her eyes seductive and breath husky with desire. He froze when he felt her breasts pressing firmly against his chest, and he could swear that she felt his heartbeat with them. He tried to pull his hips back when he felt her thigh near the juncture of his legs, but the protruding object in his pants rubbed against her smooth skin regardless. It took all of his willpower not to try grinding into her leg like a roused dog.

"You want it, Ichigo," she told him softly, her left hand moving underneath the folds of his gi. Her touch was so hot and welcomed, though Ichigo tried his hardest to hold back his true desires. With her other hand, she cut Ichigo's bondage to take his hand and guide it to a breast; he was handled like a boned-fish, providing not the slightest hint of resistance. His fingers practically sunk into the voluptuous flesh. "You want us. Don't lie to yourself." She took his lips suddenly with hers and slipped her tongue into his mouth. He could hardly believe that she had claimed his first kiss so abruptly.

Soifon wanted to protest when she saw Yoruichi kiss the boy. Her fingers curled into a fist and her cheeks were beet-red from envy. She felt as though Yoruichi was punishing her for some unexplainable reason; she hated how Ichigo's hands slowly began to caress the flawless skin of her Yoruichi-sama.

All at once, Yoruichi pulled away from Ichigo and looked over at her assistant with a bright smile. "Soifon, undress him," she ordered simply, disappointing Ichigo when she lifted herself away from him. As she walked, her weight shifting from side to side in her hips, her breasts bounced hypnotically, and Soifon almost lost all train of thought while basking in her gloriousness.

At the command, however, she could not withhold her dissatisfaction any longer. "Yoruichi-sama, I cannot do this!" She hated how weak she sounded in that statement. Her hard eyes turned to Ichigo, who looked so helpless and confused as he stumbled to his feet. He was pathetic! "He is undeserving of me, and even less of you!" She was persuading Yoruichi to remove this boy from her sights, and they could be alone again. She would pledge herself to Yoruichi for the remainder of the day and the rest of the night if Ichigo was tossed outside and abandoned.

Leaning against a boulder and resting a cheek on her fist, Yoruichi said exasperatingly, "Don't be so boring, Soifon. Undress him." She then grinned cheekily. "Or I'll do it and reap the benefits for you."

Soifon didn't like the idea of being intimate with someone who had only yesterday become an ally of Soul Society. Still, she despised the thought of Yoruichi's divine touch pleasuring this boy even more. Without a word and with steel determination in her eyes, she stalked towards the teenage Shinigami. Almost dutifully, she yanked open his gi top, moving him out of his sleeves to let the garment hang about the sash around his waist. Embarrassed, Ichigo loudly protested until Soifon's glare caught him as surely as a swing from her blade.

"You've no room to complain, ryoka boy," she said coldly to him. Her scowl hardened as she went on, "Yoruichi-sama has given orders, and you will follow them just as well."

Yoruichi thought that Soifon's loyalty was somewhat unsettling, but effective in this situation. She watched with glee as Soifon went back to her task and untied the sash around Ichigo's waist. Ichigo watched with a forlorn gaze as his hakama was tugged off, leaving him in only his footwear and his bulging fundoshi. Both Ichigo and Soifon blushed deeply as they stared at the pulsing object pressing outward against the white cloth. What bothered Ichigo more was the fact that it was almost poking against Soifon's stomach; she was, after all, only a little taller than Rukia, who barely stood to his chest.

Forcing her hands to her sides to hide her slight trembling, she strictly ordered Ichigo to remove the last of his clothes. To this, Ichigo stammered. He may have been half-naked, but he was still reluctant to expose himself entirely to these two very prestigious women, though Yoruichi had managed to catch him naked as he bathed in the healing hot spring; still, even then, she had not seen his penis, let alone an erection.

"Am I really going to be forced to do this?" he suddenly blurted out to Yoruichi, who was the organizer of this escapade. It was her word that made this whole thing progress, after all. He wanted to cover himself, but Soifon's angry glare held him as firmly as his previous bondage.

Yoruichi groaned, dropping her head back. These two prudes were becoming really difficult to work with. "I guess you do need a little incentive," she grumbled. Once again hefting up her breasts, she grinned suggestively at him. "Go along with this, Ichigo, and you can finally ravish this firm, young body like you've always wanted to."

"Don't put words into my mouth!" he cried frantically, though there was no denying that she was more than worthy to be the topic of some of his late-night fantasies. "You can't bribe me into something like this with that!" Contrary to his words, his clothed member throbbed madly, begging to be freed and played with.

Soifon stayed her hand for the moment, waiting for Yoruichi's judgment. Twice, she couldn't stop her eyes from glancing down at the blunt, pointing object. She hated the close proximity of her and the ryoka boy

"Soifon," Yoruichi finally called, her jovial eyes still clashing with Ichigo's. There was a pause, and it almost seemed like she would yield to Ichigo's commands. Approaching with the grace of a cat that captivated both Ichigo and Soifon, she stood behind the latter and whispered in her ear, "Take it off."

Begrudgingly, the smaller Shinigami woman forced the ryoka boy to his feet – though it was hard for him to keep his balance – and then reached for his loincloth, but was stopped by her former commander, who then whispered something else in her ear that Ichigo couldn't quite make out. Soifon drew back her hands, and just as disdainfully, she tore off her long sleeves, slipped off the yellow obi around her waist, and removed her captain robes. Now dressed only in the battle suit for the commander of the executive militia, she glanced over her shoulder at Yoruichi, who was pleased with Soifon's obedience. The ex-captain of the Second Squad simply nodded and guided Soifon's hands.

In the meantime, Ichigo shamefully couldn't help glancing at the revealing areas at her sides. Her breasts were small, but were still there and not unattractive. The exposure of her hips and waist, however, drew most of his attention. Her legs seemed so nimble and flexible. He tried his hardest not to think about how wide she could spread them, but it was difficult to think of much else when Yoruichi teasingly moved Soifon's fingers against his crotch. His knees buckled from the contact, and he was helpless when the last of his clothes was pulled rather uncomfortably over his rigid cock.

Soifon's eyes widened when the eight-inch penis bobbed into view after the fundoshi was removed. She could hardly notice the absence of Yoruichi's breasts against her bare back anymore. Without instruction, Soifon's hand felt the jutting member, dragging her fingers along its underside and noted the engorged veins running along his shaft. It seemed to be such a sensitive organ, Soifon thought when it pulsated.

"There you go," Yoruichi purred as she watched Soifon explore a man's body for the first time. "Have fun and enjoy it, Soifon."

Soifon did her best heed Yoruichi's advice. Shifting her hand, she grasped it firmly near the base. From what she had gathered from time spent learning about sex when she was much younger, men liked it when their genitals were stimulated by either the fist or mouth. She pumped it once, causing Ichigo to almost jump. Soifon judged it as a pleasured reaction, and squeezed tighter; perhaps too tightly, for she tugged the skin roughly, and Ichigo winced at the pain. She was choking his cock, making it swell painfully with captured blood. Eventually, he backed away with a yelp when she yanked even harder on the erection.

Soifon took his recoil as an insult. Just as she was about to rebuke him, Yoruichi stepped between them. She gave Soifon an annoyed stare. "Don't be so uptight, Soifon." She turned to Ichigo and saw how his cock throbbed crazily when her front was presented him. Smugly, she leaned down onto her knees and smiled. "Here, I'll demonstrate how it's done."

Skillfully, she encased Ichigo's cock in her hand and moved it up and down with a firmness that was neither soft nor tight. She had not toyed with a penis in so long, and she believed herself to be out of practice, but Ichigo knew better than anyone how good she still was. Unlike Soifon's motions, Yoruichi's were smooth, jerking his dick with speedy, timed pumps. It felt so good, Ichigo braced his hands against the boulders around him as his legs threatened to give way beneath him.

Soifon, now more interested in this intimate activity than before, came to kneel next to Yoruichi and observe how proper penis-stimulation was done. As with everything, Soifon saw Yoruichi's method as flawless. Every glide down the shaft, every rub to the head of the cock; it was all so beautiful and poetic to Soifon. Then, to her shock, Yoruichi leaned forward and swirled her tongue around Ichigo's cock. Her yellow eyes turned to Soifon, and she couldn't help a short, mischievous chuckle.

Ichigo yelped, thrusting his hips involuntarily towards the delightful rubs from Yoruichi's tongue. To keep him from jabbing her face, Yoruichi pushed back against his hips with her free hand while she continued to jerk and lick his penis. She looked up at him, meeting his eyes so that she could watch the expressions play out on his face as she played.

At the side, Soifon saw how differently the boy acted under Yoruichi's ministration than under her own. Unlike her, Yoruichi knew full-well how to pleasure a man, and it upset Soifon somewhat to think of who had touched her with their unworthy hands. She swallowed hard when she watched Yoruichi drop her jaw slightly to take Ichigo into her mouth. The cock was engulfed halfway, and then another inch and a half were swallowed. Yoruichi gagged a little, but managed to get six inches into her mouth, though she had to adjust herself to take in almost an inch down her throat. Ichigo grunted and pushed against the hand resisting his hips to try to shove more of him in her orifice. She sucked hard once before pulling back and gasping for air as trails of saliva broke between her mouth and the phallus.

Licking her lips sensually, Yoruichi stared up at Ichigo, who was flushed and panting, lust filling his gaze. "Take over, Soifon," she said suddenly. She scooted aside to give her apprentice room. She encouraged the younger woman by tugging on her clothes, and Soifon reluctantly moved into place where her master once sat. She leaned her head back to keep her nose from brushing against Ichigo's pulsating cock.

She took the penis in between her forefinger and thumb, moving it around to examine it. It was slick with Yoruichi's saliva and warm and hard under her touch. Trying again to give a handjob, she grabbed the penis, this time more gently, and stroked it several times. Unlike last time, Ichigo's reactions were similar to the ones he gave when Yoruichi stroked him. The spit coating it helped her palm glide smoothly over him.

Steadying the bobbing penis, Soifon shot a glare up at Ichigo. "I am going to put it in my mouth," she told him in an official manner, as though there was some kind of protocol to follow. She informed him of her intentions because she remembered how he lost control when he was taken into Yoruichi's mouth and tried sliding deep into her throat. "Do not try to control the situation when I do."

Ichigo nodded once, out of breath from holding it so long. "Yeah," he weakly said, and then gulped as his shaft's tip was slowly brought between Soifon's lips. She latched her mouth solely over the head to test the feeling of it. Experimentally, she suckled roughly and prodded the slit with the tip of her tongue, where she discovered a small sampling of the foreign taste of pre-cum. Much to her delight, Ichigo responded pleasantly, panting much heavier than he had when Yoruichi was in between his legs.

Her palms pressed flat on his sturdy legs for support. Gradually and warily, she took him deeper into her orifice. She breathed erratically through her nostrils as her mouth was filled with the thick cock. With so much crammed within it, she could hardly move her tongue to pleasure him. Her mouth had been dry earlier, but now she was salivating.

The moisture in her mouth was wonderful, Ichigo thought as he restrained himself from pushing deeper into the strict captain's mouth. She may have been small, particularly compared to him, but she was daunting. That factor, of course, spurred on his arousal.

Soifon dipped her head back and forth on the three inches she could fit in her mouth. While Ichigo was obviously enjoying himself, she felt that she could do more to make him squirm. She recalled that Yoruichi gained the most reaction from him when she almost took seven inches into her mouth. As a beginner, Soifon knew that she would not be able to fit that much in her already-crammed mouth, but she would try to at least gauge how far she could go.

Her jaw flexed several times, and she had to flatten her tongue against the floor of her mouth before she could actually start consuming more of him. He moved slowly further to the back of her throat, but when the head actually rubbed against her esophagus, she gagged and quickly pulled back from the erection, spilling spit all over her lap as she doubled over and coughed.

Behind her, she heard Yoruichi jeer. "Not bad, Soifon," she laughed, a smooth hand brushing against Soifon's bare back. The smooth hand nudged the small woman away, and Yoruichi assumed her spot back in front of Ichigo's throbbing cock. "I'll take care of the rest," she mused softly before licking her lips excitedly.

Ichigo, however, was watching as Soifon remained caught in a fit of coughs and gags. Being the concerned individual he was, he asked if she would be all right. He was modest about the size of his penis, but he was concerned that he might have been taken in too deep by the small Soifon. "Don't worry about it," said Yoruichi, looking at her companion while taking a firm hold on the erection. "She'll be alright. She'll get the hang of it soon." As if to demonstrate her practiced skill, she quickly took Ichigo down her mouth, slurping up Soifon's coat of saliva and going farther still. Ichigo groaned out and clasped his hands on either side of his mentor's head, holding her in place. This time, her throat undulated around him before gulping him down. For just a moment, she had pressed her face against his groin, her lips and nose against his pelvis; and then she pulled back to resume her bobbing motions.

She sucked and licked vigorously, her right hand coming up to play with his testicles. She rolled them in her hands and pulled lightly on them from time to time. In response, Ichigo moaned out her name. But it was not to last long, for Yoruichi had other plans. She knew he was close to his limit – being a virgin and all – but she would not let him be satisfied with a simple blowjob, not while she had other attributes to contribute that Ichigo would obviously appreciate more than her mouth.

Balancing on the balls of her feet in a squatting position that made Ichigo's face turn a deeper shade of red, her talented mouth abandoned the penis. In its stead, she blessed him by encasing it in the plunging valley of her breasts. He gave a shuddering sound as he was tightly squeezed by the soft mounds. "How's that, Ichigo?" Yoruichi cooed as her nipples rubbed against his body. They brushed up and down against him when her chest thrust against him. "Isn't this what you've always wanted?"

"I told you," grunted Ichigo in a desperate attempt to hold on to his cool. "Don't put words into my mouth." Even though to tried to deny such desires, he it was all he could do not to squeeze a hand between the two of them and pluck at her coffee-brown nipples.

With ample breasts massaging him and a tongue tending sweetly to the crown of his phallus, he would not hold on much longer. Yoruichi could feel him swell larger than before with each throb of his cock. It was obvious that it was only a matter of seconds before Ichigo blew his load. With that in mind, Yoruichi gave him one last good suckle before pulling away completely, pointing the cock away from her to avoid getting caught by a surprise spillage. She urged Soifon over in front of him once again to experience a man's orgasm first hand.

More hesitant than ever before, Soifon obeyed, crawling meekly to seat herself in front of Ichigo's cock. She sat dutifully with her legs bent underneath her and her hands on her lap. She stared emotionlessly, though she was rather intrigued when Ichigo grabbed his cock and stroked it maddeningly with a series of loud groans and grunts. It surprised her when his other hand went to the top of her head to hold her in place, his sense lost in the haze of pleasure. He aimed the head of his cock as the rest of him tensed.

Soifon flinched when the first burst of semen splattered in a long rope that ran from her hair to her forehead, dribbling down the bridge of her nose. Screwing her eyes shut, she took the rest of the ejaculation with much disdain. Warm sprays of thick fluid were expelled all over her face, the last, weaker blasts barely catching her chin.

She could not decide what was more degrading as she peeked open an untarnished eye to watch Ichigo collapse onto his ass to catch his breath: being covered in sperm or having been held in place by the boy while he did so. She scoffed arrogantly and used his discarded robes to clean away the semen in her other eye. Before wiping off the rest of Ichigo's seed, she brushed her tongue briefly over her lips to capture a taste of it. She sampled it, and quickly wiped away the rest; she wasn't at all keen to taste any more of that bitter fluid that burned her throat.

Now completely and purposely soiled, Ichigo's clothes were discarded. Still, Soifon smelled of male essence. She wasn't at all pleased when Yoruichi's arms wrapped lovingly around her. "So, how was it?" the cat-woman purred in the ear of the smaller woman.

"Repulsive," Soifon half-lied, for some secret part of her found it erotic to be manhandled and bathed by a man's essence. She rubbed her cheek with the back of her hand before regarding the recovering ryoka. "What do you wish to do with him now, Yoruichi-sama?" She hoped that she would be told to throw him out and have him swear under pain of death that he would forget this encounter ever happened. Yoruichi was never as cooperative as Soifon had hoped – which perhaps was why she was so attractive to her – and told her to be patient.

"Ichigo!" addressed Yoruichi, looking over at her winded protégé. He could barely regard her as he tried to replenish the strength that left him to decorate Soifon's face. Ignoring his fatigue, Yoruichi beckoned him to her, and almost crawled towards her; somewhat embarrassed, Soifon scooted a few inches away from him, trying to hide the shameful blush on her face as she risked a glance at his slightly-wilted cock.

Yoruichi then ordered him to undress Soifon. This roused a flustered argument from both of the younger Shinigami all over again. "You can't expect me to do that," blurted out Ichigo.

"I completely refuse, Yoruichi-sama!" exclaimed Soifon.

Yoruichi held up a silencing finger, and her eyes were hard. When she had both quiet, she said as she sat Indian-style – much to Ichigo's distraction – "You both should just do as I say. I haven't made you do anything that you didn't end up enjoying." Her playful smirk returned. "Besides, Ichigo, don't you think you should return the favor to Soifon?"

Ichigo pursed his lips as red dominated the color of his face. He looked over at Soifon and saw only death in her eyes as she glared back at him. However, much to his surprise, she reached up to the straps holding up her top and prepared to slide them over her arms. "If it's what Yoruichi-sama requests," she grumbled embarrassedly. With a heavy sigh, she revealed her chest. There was nothing particular about her chest to actually draw attention to them, for her bosom was hardly existent. Dark nipples were centered on the slight rises of supple flesh.

Ichigo could not take his eyes from her except when he looked at Yoruichi to see her reaction; she only smiled pleasantly and waited for him to approach the petite woman. He did so cautiously as Soifon backed up until she was pressed up against a boulder. He was almost apologetic when his hands came on her hips. She herself resisted the urge to strike him and tell him to back away. To try to make this a more pleasant experience, he nervously leaned down to try to kiss her, but she stubbornly turned away in disgust. He did not make a second attempt, not wanting to force himself on her. His chivalrousness was a bit irksome, but Soifon figured she should indulge his patience. Hooking a hand around his head, she coaxed him to retry a kiss, and this time touched home. She squirmed against him, but succumbed to meeting lips that were not her Yoruichi-sama's. Deepening the kiss, he pulled her against him, ignoring how his steadily-hardening erection was nestled against her stomach.

With their level of intimacy, Ichigo's body began to act of its own accord. His right hand came up, brushing her belly, and then cupped one of her breasts. With their small size, it fit perfectly in his hand. He squeezed it tenderly, studying and memorizing the texture of the first breast he'd ever laid a hand on. She was unresponsive until he pulled slightly on her stiff nipple, making her grunt against his mouth.

As much as she hated it, Soifon was becoming heated as the ryoka tended to her. When he ended their kiss to nibble on the side of her neck, her breath started to become heavy. Her hands roamed over his body before she clutched to his back, hoping to maintain some control as his hot lips brushed against her tan skin. He kneeled and lifted both of her breasts with the support of his hands. Almost hungrily, he took a nipple into her mouth, acting on the impulse of an infant seeking a mother's milk. At this, Soifon cursed softly and brought her arms around his head as he suckled sweetly on her tit.

Yoruichi watched silently, biting her lip sensually as her former student was made to moan from her newest pupil. Soifon was so small to Ichigo and looked as though she could easily be dominated. Teasingly, the busty beauty ran her left hand over her swollen breasts, rubbing her brown nipples while her right hand traveled lower still. She ran her light fingertips over her navel before dipping to the wetness of her womanhood, petting the soft patch of trimmed, purple curls. She exhaled softly when her digits slipped into her eager body. With a steady motion, she began pumping her fingers into the slippery channel.

Soifon was glad that she had backed into a rock, for she could hardly keep her balance as Ichigo feasted on her chest. His lips surrounded her sensitive flesh and his tongue lathered them with broad, sloppy swaths; it'd be some time before he learned restraint on a woman. His orange hair was fisted in her grasp, for she had not had her breasts attended to by someone else in over a century. She wriggled to the extent where Ichigo had to steady her with a firm hand; the other still pawed tenderly at her unoccupied breast.

It was only a matter of time before he plucked up the courage to continue this venture of the elfin woman's body. He gave a departing kiss to each of her brown nipples prior to lowering his path. Her abdomen was well-toned from brutal exercises, and some faint scars ran in slanting lines across her skin. This did not take away from her beauty. No, for Ichigo, it added to her appeal. At and around her navel, he kissed and licked, causing her muscles to contract and spasm from the attention; this was a method he only learned by what he recalled from R-rated movies. In the meantime, his fingers fumbled with her white belt sash. He could not undo the knot easily, and Soifon's anxious hands shoved his out of the way to take care of business. While she did that, Ichigo waited impatiently to meet the most intimate part of the female body. His breath was hot and heavy against her skin, and his fingertips raked against the rock beneath them.

Her waist was much smaller than the pants, so it fell away from her the moment the sash slackened. Ichigo moved back to watch as Soifon took a deep breath and dropped her white fundoshi next. As unwilling as she was before, she had quite the change of heart and was eager to know Ichigo's touch. She lay naked before him, exposed for his eyes to roam, as were Yoruichi's orders.

His hands massaged her thighs gingerly as he admired her. Licking his lips, he leaned forward to the pink slit surrounded by a patch of dark curls. His tongue darted out to run along her labia. Her vaginal lips were prodded by the oral muscle until it plunged within her to taste her completely. To this, Soifon let out an uncharacteristic squeal of pleasure and braced her hands on Ichigo's head as he devoured her cunt. With how deep he had buried his tongue, his nose was brought against her clitoris and pressed firmly against it. All of this skill, he had to wing. Frantically, he moved his tongue, hoping to hide his inexperience with his fervor.

His was not as talented as Yoruichi's tongue, but to the sex-starved Soifon, it was pure bliss. Somehow, an actual tongue could create high levels of sensations that her own fingers could not. The wetness of it, as well as the length and flexibility all worked together to bring her closer to a release she so desperately needed.

She doubled over, squeezing her eyes and seething in pure delight that she should've been trained to hide. She was red in the face as the ryoka boy she felt only contempt for lapped at the juicy apex of her legs. Constant moans were ripped from her as reluctantly as her own heart. In the heat of the moment, she had not realized that she had wrapped her legs together, hooking her feet at Ichigo's back, and her lower body was kept aloft by his hands supporting her ass. Had she not been so small, it would have been a much more difficult task.

Ichigo was feeling quite haughty now. For him to make the impassive Second Squad captain lose her composure and scream was nothing if not a boost to his pride, though he wasn't one to gloat so easily. Her juices tasted so different than anything else, a strange bitterness in its flavor. How she tasted, however, did not change how rapidly his tongue moved. He wanted nothing more than to satisfy her and prove that he deserved more than just her scorn.

He did not know when she was coming, having never actually witness the phenomenon firsthand. Her hold on his head increased in strength, and her inner walls hugged his invading tongue like a prisoner. He spurred on her orgasm by keeping the lashing movements of the muscle constant. She grunted and yelped as she ground her hips against his face, receiving the wonderful addition of his nose brushing against her clit. She had become wetter than ever before, her canal flowering open invitingly.

Ichigo's cock, by this time, had returned to full hardness and was throbbing frantically for another release. Whether by Yoruichi's will or not, he would finish this with Soifon. Unraveling himself from the tangle of Soifon's arms and legs, he pulled her down on top of his lap so that her body was flush with his. As aroused as she was, Soifon didn't fight it and indeed welcomed it when Ichigo's trembling hands adjusted her hips over his. Pure lust drove them to the final act. He steadied his long, thick cock and sought her entrance. Soifon spread her pussy lips with two fingers to ease his passage into her, but she still questioned whether or not his girth would actually fit inside of her without tearing her. Even so, she began her descent to impale herself on him.

It was the first actual penis that slipped into her, and she had to admit it felt so much better than anything she or Yoruichi used before, despite the slight discomfort caused by his impressive size. True flesh, she mused as he sunk into her, inch by inch. She was over halfway on him before her body refused to take any more, though she wished she could have; if he pushed in any further, all she would feel would be pain with him busting against her cervix. She may not have had her hymen intact, but she was still tight, especially around Ichigo.

He was somewhat disappointed that he could not shove the rest of himself into her, but he had expected as much with her being so small and him being so large. He would make do, though. Holding her against his muscular body, he rocked their bodies together, careful not to thrust in too deep. A steady pace was achieved after a few inexperienced pushes for them both to adjust to the rhythm, though Soifon did yelp whenever his penis pushed too far into her; when she did, Ichigo would pause and apologize, and she would scold him and demand that he keep better care of his movements. Even amongst the series of moans and sweat dripping from her brow, she could keep her command.

To say the least, Yoruichi was surprised by her pupils' sudden willingness. She ogled the sight with a broad smile, her fingers still working her pussy, not to reach a climax, but to help spur on her arousal. The way Ichigo was fucking Soifon was impressive, for he showed the proper restraint to keep from harming her, but he was also passionate. His mouth moved along her sweaty skin, curving his back almost uncomfortably to catch and suckle on one of her small breasts. Patiently, Yoruichi watched and waited…

Soifon was no longer straddling Ichigo's waist, for he had moved them so that he was hovering over her and pounding into her into the ground; fortunately, he at least had the presence of mind to settle her down on the softness of the discarded clothes, granted, one of those garments was soiled with semen that was now smearing on her back. For the moment, she didn't care and just concentrated on the intense pleasure coursing through her from her assaulted loins. How she had simply discarded the idea of a real man in her all this time was beyond her, though Yoruichi-sama remained her truest lover.

Ichigo reveled in how her hands roamed all over his chest and back, searching for somewhere to latch onto as he fucked her. Usually, she would hold onto his shoulders for support, but would let go whenever she arched her back and moaned. Only once did she actually pause to smack Ichigo and admonish him for going too deep again; he didn't make that mistake again.

Several minutes into it, Soifon tensed to the point where her fingernails dug painfully into Ichigo's shoulders, though the intense fluttering of her slippery channel beckoned his attention. She was cumming, he suddenly realized when the constriction continued. He choked on his own breath and went still, trying his best to withhold his simmering ejaculation; he wanted to last a little longer before reaching his orgasm. Her hips gyrated against his while she buried her face against his broad chest, moaning her pleasure against him. Using only one hand to hold himself up, he pulled her against him as she whimpered and sobbed as the final rushes of her orgasm were ebbed.

He thought that he would have gone on for another handful of minutes after resting during Soifon's climax. He bumped into her over and over, and quickly realized that his release was just as close as it had been before he paused. He gritted his teeth and tried to hold back. Soifon was practically slack in his arm, groaning long and low as he made his frantic thrusts. Seeing no point in trying to fight it any longer, and having no real sense in the dizzying lust clouding his head, he pushed into Soifon as deep as she could handle him and fired his burning hot seed into her. Burst after burst of white fluid gushed against her cervical wall before spreading out to the rest of her vagina to the point where a good portion spilled from her.

Soifon sighed pleasantly at the feeling, closing her eyes as the wonderful warmth spread within her lower body. Whatever toys Yoruichi had used on her before could never leave her with this incredible sensation.

When his wilting penis withdrew, she missed its presence. It plopped from her and dribbled the last traces of seed onto the clothes that she was laid upon. Ichigo sat back on his haunches. His breath was heavy and his body glistened with sweat. His tired eyes glanced down and saw that Soifon was also trying to recover from the sexual experience. Her essence mixed with sperm as it flowed from her pulsating cleft.

If Ichigo believed that he was done, he was surely wrong. A certain pair of breasts pressed against the back of his head, and arms draped over his shoulders. "Ichigo," Yoruichi purred. "It's time for you to receive what you've always wanted." She nipped at the top of his ear before crawling around to be seated on his lap.

He suddenly became embarrassed when her wet crotch rubbed against his lower abdomen and his cock leaned up against the crevice of her butt. When he asked what she was doing, she said, "Isn't it obvious? I'm keeping to my promise. Don't you remember? I said I would allow you to ravish me like you've always wanted to." Sensually, she swept her lips against his, not lingering to give him to opportunity to respond. When he unconsciously tried to chase her mouth, she grinned. Her arms hooked over his shoulders to keep her balance as she leaned back out of his mouth's reach, and gave him a splendid view of her bountiful tits, flat tummy, and wet snatch. Her thighs spread wide for his pleasure, and his dick was already rising in response.

At least one more time, Ichigo mentally told himself. He caught Yoruichi and pulled her to him so that he could kiss her. Tongues met and explored one another as his hands reached up to fondle her bosom. They were so malleable under his touch, yet so heavy and shapely. Her hard nipples were the main source of his attention, and he loved twisting and pulling them to hear his mentor moan against his mouth.

He wasted not a moment of time when their lips disconnected. Pushing up one of the large tits, he latched onto the dark nipple with his eager and hungry mouth. The other was not forgotten, for he cupped it in his hand and massaged it as best as he could. He was much more aggressive with Yoruichi in his arms, finding it to be rather gratifying to finally indulge after all of her perverse provocations. He could chalk all of his lust up as the results of a healthy teenager being pushed too far.

With both of her breasts being doted upon, Yoruichi didn't expect to feel Ichigo's free hand travel down to her snatch. She gasped and jerked when his forefinger and middle finger rubbed against her pink slit. When he found her entrance, his middle finger shoved in up to the knuckle, wanting to explore the hot depths of a woman without his tongue or cock. The cat-woman bucked her hips with a groan, her pleasure intensifying when Ichigo's thumb discovered and rubbed her clit. Finding herself at a disadvantage, she reached down behind her and stroked what she could of Ichigo's jutting cock.

They were a mess of roaming hands and lips. When they kissed again, both keeping a hand at the other's genitals, Yoruichi fell back. She wanted it; it had been too long since she had a man within her. Playfully pushing Ichigo away, she slipped away from him to turn around and position herself on all fours. When she was ready, she looked over her shoulder at him and beckoned him seductively with a finger and a wiggle of her well-rounded hips.

While Ichigo hasted behind her and brought his erection in line with her awaiting pussy, Yoruichi mused at where she found herself. Right in front of her, like a banquet, Soifon was recovering the last of her strength, her legs spread-eagle before Yoruichi and still leaking fluids.

Before she could lean down and begin the feast, she arched her back and moaned; Ichigo wedged into her with his energetic member. Her vagina spread around it, though still hugged tightly. She was not at taut as Soifon, Ichigo noticed, but the strength of her squeezing vaginal walls was much more developed than the younger woman. At her very will, Yoruichi could close in around him deliciously and milk him. Gasping, he sunk entirely in between her folds, crowding against the back of her vagina without complaint.

Her purple hair fell over her shoulders when Ichigo pushed it away from her back. His left hand held onto her hip and moved her body in time with his random thrusts while his right hand ran up her spine, moved across her ribcage, and grasped her dangling breasts. As she began to pant from being filled over and over again, she couldn't help grinning; she knew he loved her chest, no matter what he tried to say to dissuade her belief.

Ichigo was moving with little restraint. When he had been with Soifon, her vagina could not accept all of him, for her body hadn't the experience or the size; Yoruichi, on the other hand, took all of him into her, though she did give some sounds of discomfort when he was fully sheathed inside her. "Yoruichi-san," he moaned out as he pulled her hips to completely meet his. He loved the feeling of her ass, so round and firm pressed against his pelvis. He could not resist moving his left hand down to cup the cheeks; he considered spanking her, but he wasn't sure what her response would be. Besides, he wasn't experienced enough or had enough knowledge on the matter to think of anything kinky to try. If he had, the pucker of her exposed asshole could have been a target of stimulus.

Now that she was taking care of Ichigo, the Goddess of Flash sought to attend to another. Her back arched like a cat's when she bent down and wrapped her arms about Soifon's legs, draping them over her shoulders to give her perfect access to Soifon's dripping snatch. A portion of Ichigo's earlier ejaculate was licked up and consumed; Soifon whimpered when Yoruichi's long muscle traveled up her still-hot snatch. Before Soifon could close her legs against the intense pleasure, Yoruichi dove back in and lashed her tongue about wildly. In no time at all, the smaller woman was writhing and sobbing her instructor's name over and over. The talented tongue she had yearned for so long had at last returned to her core.

Behind Yoruichi, Ichigo continued to pound away, struggling to keep a steady, but passionate tempo. Because she could take it, and because he could hardly control himself – especially while watching his beautiful teacher eat out another woman – he was fierce. Her body rocked back and forth, which made her breasts flounder. The tit that was still cupped in his hand was still fondled, though the slipperiness of their sweat sometimes made his hold slip. After another thrust, Ichigo groaned and slumped over his teacher. His sweaty chest pressed against his teacher's sweaty back, and his hands were planted on either side of her to keep from burdening her with all of his weight. His thrusts in this position may have been lacking in length and speed, but in penetration and trajectory, he accomplished much. Every slide of his cock had him bearing down against her G-spot, which made her groan deeply in appreciation.

"_Ah~_, Ichigo," she breathed as he pushed and pulled within her. As she had anticipated, he could not control himself when it was her skilled body offered to him. To spur him on, she moaned, "Faster… Fuck me just a little bit faster, Ichigo." She almost giggled when his pace became chaotic as he tried to obey her while consumed with lust and at such a disadvantageous position lying flat on her back.

Soifon loved feeling Yoruichi's hot moans against her groin. She had lifted herself up onto her elbows to watch the ebony beauty devour her cunt, a sight rarely seen since Soifon was often the one bestowing pleasure on the former princess. The semen that had poured from her womb had gone through Yoruichi's mouth and wound up in her stomach. Now, the cat woman only tasted Soifon, much to the captain's utter delight. That lovely tongue dragged across all the right places around her vagina, darting within her to tease her all the more. The soft hair around her snatch tickled Yoruichi's lips and nose during her thorough treatment.

Soifon's gray gaze turned then to the one above the object of her desire. Ichigo was certainly taking care of Yoruichi, she admitted, just as he had done for her. It wasn't a sight she could particularly get used to, but in this case, in the heat of the moment, it stoked the heat of her arousal to see Yoruichi under the gyration of someone else's hips. If it weren't for him, after all, Yoruichi wouldn't be stifling moans against her snatch.

Yoruichi could squeeze her vagina tight when she wanted to, but Ichigo found that when she came, it was almost impossible to push himself inside of her. He cursed at the incredible tightness as she came around his member, drenching him with a hot rush of her essence. She brought her mouth from Soifon's nether lips to gasp out an orgasm. When Ichigo could hardly move, she began pushing back against him to keep the internal movement going. He may not have had the strength to keep plunging into her almost-inescapable pussy, but _she_ certainly did. Her backward thrusts were demanding, taking him all the way to the base so that his balls slapped against her clit. Again and again until her orgasm began to subside.

Of course, Ichigo could not last through her orgasm, no matter how hard he tried. He trembled and held Yoruichi still. "Yoruichi-san," he wheezed. He wanted to warn her, but hadn't the chance. Already, his cock had swelled and began to feed the results of his arousal into her. He hadn't believed that such a quantity was waiting to be unleashed after his two previous ejaculations, but he still had enough stockpiled to flood the ex-princess' uterus with his boiling seed.

"Hold it in," he suddenly heard Yoruichi gasp. She was peering back at him with her lustful eyes. "Do the rest on me." That was manageable, for Ichigo had only started his final release.

Frantically, holding on with whatever ounce of willpower was left, he pulled out of her – choking the contents to stay back in his cock – and moved up. As he did, Yoruichi flipped around, sitting up and leaning back on her hands. Panting, her mouth was ajar and her tongue lulled out to catch as much of the spunk as she could when it came. Ichigo had to stroke his cock only once before his interrupted orgasm returned with the same vigor. Thick white bursts shot forth to splatter on her dark flesh, a lovely contrast of shades as his sperm trickled down. Her forehead and hair were soiled by the first blast, but her mouth received two of the following wads; she was all too eager to gulp down the fluid as the last drizzles fell on her neck and tits.

Ichigo was spent, though he jerked his softening cock a few more times to expel any final traces of his seed that Yoruichi would gladly accept into either her mouth or on her body. Having no more strength, he collapsed, hardly able to catch his breath after such a mind-numbing experience. With eyes barely open, he watched as Yoruichi got to her feet, seemingly un-winded by what just transpired. Semen dripped down her face and hair and covered a good portion of her breasts, but she did not seem to mind. Her cocky smirk was back on her face as she folded her arms.

"Well done, Ichigo," she mused, lifting a foot to poke at his wilting and slick cock that throbbed weakly from the contact. She chuckled smugly in her throat and turned to Soifon, who had now stood up behind her, blushing, but as solemn as ever. "We'll get cleaned up in the springs," she suggested to her subordinate before looking back at Ichigo. "You're welcome to join if you can, Ichigo." With a suggestive wink, she led Soifon to the pool of hot water. Of course, bathing wasn't the only think Yoruichi had in mind, and both Soifon and Ichigo knew this.

Staggering, Ichigo stood up and stumbled after them. Ahead of him, he could hear Yoruichi. "You both did well for this exercise. And next time…" She gleamed with mischief as she looked back at Ichigo. "We'll see how you handle anal."

Both Ichigo and Soifon exclaimed embarrassedly at this.

"Yoruichi-sama!"/"Yoruichi-san!"


	2. Chapter 2

**A Lesson To Be Learned**

**I DO NOT OWN THIS STORY: v The original link is down here v**

** . ?no=600012207**

Next Lesson

Yoruichi fell back with a satisfied sigh, folding her hands behind her head and thrusting her chest out. As the large globes bounced slightly, Ichigo shot his semen upon them. He stroked his cock vigorously to choke out the last remnants of the pearly liquid. The orange-haired Shinigami was flushed and slick with sweat, exhausted after the fourth round with the Goddess of Flash.

He had been given only a few minutes of rest after the first time with her since during the bath following the sex episode with her and Soi Fon, Yoruichi coaxed both Shinigami into the second copulation. The hot springs became even hotter as Yoruichi rode Ichigo in the scalding water, enhancing her climax; he was quick to follow, pushing in deep to send his seed into her womb. Soi Fon did not play much of a part in that session, more active in the third act, which was her last. After being fucked wonderfully by Ichigo again, and after cleaning up with Yoruichi, she regrettably said that she had to return to her barracks; work still needed to be done. Yoruichi agreed, hence the fourth time ensued with lovely vigor from Ichigo.

Ichigo panted heavily, falling on his ass and wiping his brow with the back of his arm. Every muscle within him quivered from sheer exhaustion, though he couldn't feel any more relieved. Though seeing Yoruichi's naked form lying across from him, lovely bosom jiggling with each deep breath, his cock wilted and emptied whatever traces of cum that were left within him. In his jumbled state, he couldn't think of anything to say.

Laughing, Yoruichi sat up Indian style, slapping her palms on her knees. Her breasts dangled as she leaned forward slightly, and Ichigo could only be entranced at her openness. "Ichigo," she began with her bright grin, "you keep saying that you have no interest in my breasts. Then how come every time you cum, you aim right for them?" She gestured to the white streams pouring down the twin hills of her chest.

Ichigo flushed and turned away. "Shut up," he grumbled. He then stood up and walked over to collect his clothes. He wasn't thrilled about how offhandedly Soi Fon used them to wipe herself clean of any juices. Back at the garrison he and the other Ryoka were staying at, he could clean them. For now, he could only avoid detection by clearing away the biggest white stains. "I should get back to everyone," he told his mentor from over his shoulder, fearing that if he made eye contact, she could entice him into another passionate dance of love-making. "I don't want them to get worried and start looking for me."

"Aw, is that your excuse for not spending the night with me?" He didn't want to, but he turned away when Yoruichi stretched out a leg and lifted one breast, her smile captivating and suggestive. What did she want: to drain him until his sac was shriveled? No, he would show some resolve and turn down her offer, no matter how tempting. Surely, he reasoned with himself, this would not be the last time he had such an encounter with his beautiful instructor.

Not risking another glance at Yoruichi after dressing, he headed straight for the exit. He nonchalantly said his goodbyes while waving a hand in the air; he didn't want her to know how hard his heart was thumping. Using Shunpo, he vanished from sight and headed for a bed for a very-much needed sleep.

Yoruichi smirked and lied back, gazing at the ceiling. She would take a short break too, and then would make a little journey of her own. After all, she wasn't done with Ichigo or Soi Fon yet.

Five days had gone by, and Ichigo hadn't so much as heard from Yoruichi. He had recovered from their first encounters and had expected her to approach him. Yet, he was left dumbfounded about her absence. He had seen Soi Fon, and there was awkward tension in the air between them; they couldn't come into contact with her lieutenant at her side and Orihime or Chad at his. Politely and quickly, they would greet each other before going about their business, trying not to recall their last encounter.

"Kurosaki-kun, are you okay?" Orihime asked, noticing the stressed look on Ichigo's face. "You look like you're getting a fever."

Ichigo slapped on a smile, albeit a wavering one. With one hand rubbing the back of his head – the other on his waist – he said, "Yeah, I'm fine, Inoue. Just a little hot out here."

Orihime hummed softly in thought, placing her fingertip on her chin as her gaze shifted skyward. "It is kind of warm," she agreed. She smiled brightly when facing Ichigo again. Back to being perky, she held up a forefinger and declared, "Maybe we should go swimming! That'll cool you down! We can bring Ishida-kun, and Sado-kun! Maybe Kuchiki-san and Byakuya-san would like to go too!"

A look of concern crossed Ichigo's face at the thought of Byakuya joining them on a swimming excursion, dressed in odd swim trunks, splashing around in the water. The image of it almost made him laugh. Of course, Orihime's bouncing about brought him back. As she paraded her ideas for what they could do to keep cool, she had begun to hop on the balls of her feet, causing her most noticeable attributes to wobble in her tight pink shirt. His face heated up, and he turned away. He could only blame Yoruichi for that, since he would never look at any woman so shamefully before.

To quell the threatening rise of hormones that couldn't be well hidden in the loose cloth of his hakama pants, Ichigo noticed the charging form of a huge boar with a husky man riding atop of it: Bonnie carrying Shiba Ganju. When several meters away, Ganju pulled on the reigns and shouted for his 'steed' to heel. She did so, perhaps too abruptly for him, since he was airborne in the next instant. He tumbled and rolled to Ichigo's feet. While Orihime was worried about the health of the fireworks expert, Ichigo just stared down at him.

"N… no worries," Ganju said weakly to Orihime, giving her a thumbs up. As though completely uninjured, he rose to his feet to address the Shinigami. He stared at Ichigo for a time, saying nothing much to Ichigo's annoyance. "Nee-chan wants you to show up at the Shiba house tonight."

Ichigo perked up, lower lip stiffening. "Kuukaku-san?"

"What does your sister want with Kurosaki-kun?" Orihime asked.

Turning his head and shoved his pinky in his ear, Ganju sighed with slight annoyance. "Beats me, but whatever the reason, I can't step foot in the house. Guess it's something to do with training. Hell if I know what it is…" Not having any more to say, he turned and sauntered over to Bonnie. He shouted a goodbye before Bonnie took off like a shot, letting him hang on for dear life as she stampeded to unknown locations.

Orihime watched him go before looking at Ichigo. "What do you think that was about?"

Ichigo shrugged. "I dunno," he mumbled…

But he had a good idea…

Against Orihime's insistence to accompany him, and Ishida's protests, Ichigo set out alone to the Shiba house. He didn't expect it to be anything of dire need, so he walked. It took him over an hour to lay eyes on the two arms holding a banner of the Shiba residence. The very sight embarrassed him, but he trudged onward.

At the entrance, he met with the Shiba servants, Koganehiko and Shiroganehiko. As always, they stood proudly with arms crossed. Koganehiko grunted when Ichigo came to stand in front of them. "Well, it's Kurosaki Ichigo-dono, is it? Kuukaku-sama had expected you sooner. Soi Fon-dono arrived ten minutes before you."

"Soi Fon?" Ichigo's suspicions were then confirmed. He flushed and barely managed to thank the servants for letting him through. With legs starting to feel like jelly and breath becoming erratic, he descended the dark stairwell to approach the faint light at the bottom.

He stopped at the room's sliding door, not moving an inch. A part of him wanted to just turn around, head back to bed. However, the anticipation of what would probably go on down in this secretive place was pointing straight ahead; he adjusted himself so that the bulge in his pants wasn't so obvious. If this wasn't what he thought it would be, he figured he would look very childish and perverted showing up with an eager erection poking out at Kuukaku; he had never given it much thought before, but after Yoruichi's 'lesson', he had to acknowledge that Ganju's sister was stacked.

He mentally slapped himself. It was just those types of thoughts that were making him rigid. With great fortitude, he calmed his hormones enough to make walking manageable. The sliding door was moved aside while he announced, "I'm here, Kuukaku-san!" His face was red, and he tried to keep a stiff posture to avoid seeming weak.

Lounging amongst large pillows at the other side of the room with a long smoking pipe in her hand, dressed as casually as ever, Shiba Kuukaku stared at him. Her toothy smirk darkened her features. "Welcome back, kid," she said prior to taking a drag from the tobacco pipe. She set it aside and exhaled smoke. Then she looked over her shoulder and called to a person in the other room. "Yo, Yoruichi, the kid's here."

The door at the side slid open almost instantly, and there stood Yoruichi with Soi Fon sitting respectfully at her side, cherry color heavy on her face. From the glisten of saliva on her reddened lips, Ichigo could discern that she and Yoruichi were not just sitting idly in the next room.

The bustier woman smirked at her newest student. "Welcome, Ichigo. I'm glad you took the invitation," she said. Her grin widened when she noticed the rapt attention Ichigo's eyes gave to her uniform; she was dressed only in the black leotard that she wore underneath her other clothing. The outer curves of her amble breasts were exposed and called most eyes; Ichigo's could hardly be diverted to his teacher's face. "To be honest, I thought you might not have had the nerve to face me again so soon."

Ichigo sulked, hating how his face heated up in shame. No doubt Kuukaku was now privy to his entire sex life, especially since it had been nonexistent over five days ago. He gave a glance at the ex-noble; she only puffed on her pipe. At last, Ichigo plucked up the nerve to address Yoruichi again. "Why did you call me out here, Yoruichi-san?"

"I'm glad you asked," Yoruichi said, stepping forward until she stood at Kuukaku's side. She smirked wider than Ichigo had ever seen before, and nothing good could have come from it… morally good, at least. "I promised you I'd teach you more. You're very lucky, because Kuukaku will be helping with this lesson."

Stammering, Ichigo took a step back as though a fierce wind had rushed against him. "But, Yoruichi-san! I can't… Not with Kuukaku-san…!"

"And why not?" Kuukaku leaned forward as she leered at the orange-haired Shinigami. From his vantage point, he wished he could notice something else besides the globes of breasts threatening to spill from their flimsy confinement. "Do I not appease to you?" She was smirking now, and he was sure that she knew he was disgracefully admiring her body's assets.

"You don't need to worry, Ichigo," Yoruichi said. She grinned at Kuukaku. "She's just as experienced as me, and will teach you just as well. For this session, you and Soi Fon will need to be prepped separately." She walked back to her former body guard, sensually brushing a hand along Soi Fon's throat. Quietly, Yoruichi said that her attention was needed by her longest 'pupil'.

Once Yoruichi's lips pressed against Soi Fon's, Ichigo turned and met Kuukaku's stare. She was now leaning back on the pillows, thighs opened invitingly as her legs bent upward. When the boy stayed frozen in place, she beckoned him. "Don't be shy, boy. We can start whenever you're ready."

Ichigo nodded, but wasn't sure if he wanted to see this through. It was one thing when he fucked Soi Fon and Yoruichi five days ago; it was the spur of the moment… he was less prepared for it. Now that it was actually premeditated, he felt like he was taking advantage of the women.

A whimper from Soi Fon called for attention. Ichigo looked over to see that Yoruichi was now groping the petite captain's chest through the material of her top. Eventually, the fabric was moved aside, and Ichigo had a clear view of the small breast capped with a cute brown nipple. A moment later, it was taken in between Yoruichi's lips. Soi Fon bit back a moan as the ebony beauty suckled on her sensitive flesh. Her digit curled in the violet hair of her lover. Smirking with the nipple between her lips, Yoruichi bit down lightly and tugged on the nub until it popped from her mouth.

"Do you plan to just be a spectator?" Ichigo took his sight away from Yoruichi and Soi Fon to gaze at Kuukaku. Ganju's older sister was giving him an idle look, as if she was bored even as two women were slowly disrobing and pleasuring one another. She lazily inhaled some smoke from her pipe before setting it aside for the final time. When Ichigo's dumbfounded attitude began to annoy her, she beckoned him with a finger. He moved toward her like a wary puppy, all the while glancing over at Soi Fon and Yoruichi as their tongues began to duel one another.

At last, he stood over Kuukaku, rather shy and uncertain how to go about things at this point; was he really expected to just mount her? In his previous sexual encounter, Yoruichi had made the first move to nudge him into the frenzy of bodily pleasures. He needed no motivation, though, as from this angle, he could admire Kuukaku's chest fully, which brought his lower anatomy to life.

She knew exactly where he was looking and said while arching her back slightly, "Well, get on with it. They're not there for you to stare at all night." She seemed rather annoyed with his hesitance.

"Right," Ichigo blurted out, stiffening from the sharp tone of her voice. He warily lowered himself onto his knee. His hands were unsure of simply reaching out and massaging those massive tits. Instead, he dropped the position of his hands to hold onto her waist. He almost lunged into a kiss with her, not exactly what she was expecting him to do after the attention he gave her chest, but it wasn't unwelcome. Her arm curved around him, fingertips dragging up his back as her left leg drew up on his side; his right hand couldn't help but travel up the smooth skin until he held the back of her knee.

Although Ichigo was the one who initiated the kiss, Kuukaku deepened it, pulling him closer as her tongue sought his. Saliva was shared between them as their tongues lashed against one another. Her mouth tasted a little like tobacco.

When breath was needed, they broke away. Ichigo panted, his face a deep shade of crimson. His skin was aflame, sensitive to the slightest touch as Kuukaku traced her fingers down from his chin, throat, and chest. Her smirk was suggestive, and then she grinded her hips up against his, bringing a shuddering gasp from him when she rubbed against the shaft under his pants.

As Ichigo tried to compose himself, Kuukaku slipped her hand into her robe so that she could move it over the nub of her missing arm. Ichigo's jaw couldn't keep up when Kuukaku's left breast was exposed. As she disrobed completely, unleashing her entire bosom, Ichigo realized that her pair was even bigger than Yoruichi's. She threw the red garment off to the side, causing her tits to sway a little.

She leaned back, chuckling as Ichigo tried to pry his eyes away from the pink nipples. "Don't be bashful," she told him. "Don't you want to touch 'em?" She spoke so coolly, it gave Ichigo the chills. To entice him further, she massaged her left breast while biting her lower lip sensually.

He couldn't resist any longer. With arms seizing her up with enough speed to surprise her, he latched his mouth onto her nipple. His left hand went to her other breast, fingers molding into the supple flesh. His enthusiasm was well-received as Kuukaku moaned and began to pet his spiky hair.

While Ichigo tended to an ex-noble's huge chest, another ex-noble played with a smaller set of breasts. Soi Fon whined as Yoruichi's tongue darted over her nipples until both breasts were glistening with a coat of saliva. All the while, talented fingers were busy underneath the Second Squad captain's hakama, rubbing the wet flesh of her snatch. Whenever her fingers brushed against the sensitive pearl at the top of her slit, Soi Fon jutted with a cry.

"My, my," Yoruichi teased, taking a moment to toy with Soi Fon's clitoris. "You're so loud, Soi Fon. I haven't heard you be so vocal in a while." She glanced over her shoulder at her old friend; Kuukaku smirked at her over the orange points of Ichigo's head as he suckled on her breasts. Yoruichi, for one, was glad that her student was finally taking some interest in this matter instead of bumbling around a woman's body.

Soi Fon hated and loved how her mistress was treating her. Bending her upper body toward Yoruichi, she let out a sound akin to a sob. "Yoruichi-sama!" She grasped at the forearm that was partly hidden within her pants as skilled digits finally slipped into her folds. Yoruichi couldn't help the smug chuckle that rumbled in her throat before she brought her lips to the smaller woman's ear lobe, nipping so tenderly at it. Shivers coursed up Soi Fon's spine, all the while, fire burned within her core.

"You're getting close, aren't you?" purred Yoruichi in Soi Fon's ear. "Should I stop playing? Do you want more?" She moved her knee in between the captain's legs and pushed. So quickly, Soi Fon began to beg the Flash Goddess for more. And Yoruichi, finding some pity on the poor girl, obliged.

She moved down Soi Fon's hakama and undergarments agonizingly slow. With the remainder of her clothing bunched up at her ankles, the captain could find some relief now that her heated body was finally exposed to the cool air. Her pussy quivered with anticipation, sensitive and dripping from Yoruichi's earlier ministrations. Now the cat-woman was prepared to deliver even more as she leaned in, golden eyes not leaving the lust-drunk gray ones.

The dainty tongue of Yoruichi barely touched Soi Fon's anticipating labia. Torturously lazy movements were made by the otherwise skillful tongue, bringing the short girl pleasure, but not enough. It was enough to bring tears to her eyes as she tossed back and forth, biting down hard on her index finger. Gradually, though, her goddess gave into her prayers and began to lick with much more skill and enthusiasm.

Unlike her protégé, Yoruichi was in full control of herself. Her body yearned to be touched as well, but she could let the fire grow larger before she needed to be sated. She could touch herself while eating out Soi Fon, but it was too much fun to keep herself wanting. Also, why should she waste the effort of giving herself a moderate orgasm when Soi Fon was always so eager to return the favor ten fold?

Yoruichi's tongue pierced Soi Fon's body until her mouth practically covered Soi Fon's sex. Legs clamping on either side of Yoruichi's head and ten fingers rushing into her hair, Soi Fon squealed in delight. Her eyes were screwed shut and sweat rolled off her forehead. Yoruichi's oral muscle wriggled around within her for a while longer before slowly withdrawing, leaving Soi Fon feeling empty for just a moment until two fingers shoved into her.

The former princess chuckled in her throat as she angled Soi Fon's hips upward with one hand on her ass. Then she shoved her two fingers deep into Soi Fon's pussy. Again, the girl jerked in response with a cry. Her hips were thrusting by themselves when Yoruichi started to pump her digits as fast as she could into her sensitive hole.

"Oh god! Yoruichi-sama!" cried Soi Fon as her muscles tensed. She kept her eyes shut from the intense pleasure radiating from her nether regions, listening to her own groans of pleasure and the wet noises Yoruichi's fingers made while they thrust into her over and over again. "I can't take anymore!" the captain would scream as her fingers fisted in Yoruichi's hair; the older woman only laughed softly, her hot breath on Soi Fon's vagina. Her apprentice's hysterical fits of pleasure spurred her on to complete the job, grunting in effort herself as her hand movement tripled in speed.

Soi Fon's eyes went wide, as did her mouth. No breath was taken and not a single motion was made as she came. A shallow gasp signaled her release as her legs clamped onto the hand toying with her pussy. Yoruichi, of course, didn't stop her thrusting motions, even as she felt the muscles clamp down on the invading digits. She made the plunges deep and forceful to help Soi Fon ride out the last waves of her orgasm. When the storm of pleasure ebbed, Soi Fon gave a heavy sigh as tense muscles began to relax.

Yoruichi smiled, slowly withdrawing her soiled hand from Soi Fon's depths. The captain was set down to rest while the cat woman licked her hand clean. For the moment, Yoruichi would let her lover sleep. "Rest up, Soi Fon," she whispered while stroking one side of Soi Fon's face with her unsullied hand. "You'll need it."

She would indeed need the rest, but not while Kuukaku was under Ichigo's hungry mouth's attention. The one-armed noble had watched Yoruichi and Soi Fon for a time, but found that – after he had some practice to remember how it was done – Ichigo's lips on her breasts were much more appealing. She took deep breaths and would sometimes moan as he sucked and nipped at her sensitive flesh. Hers were the biggest tits that he had sucked on yet; which was saying something since Yoruichi's weren't exactly A-cup breasts.

"You were right, Yoruichi," Kuukaku said while Ichigo switched breasts. His tongue circled her areola before rolling over the full nipple. When she spoke, his eyes lifted to give attention to her; his mouth didn't budge as he drew on her supple flesh. "This kid definitely loves breasts."

The announcement made Ichigo flush in the anger; the tit in his mouth jiggled when he abruptly pulled back to glare at the busty woman, ignoring Yoruichi prowling up from behind. "It's nothing like that!" he proclaimed defensively. "I'm not some one-track minded pervert!"

Whatever admonishments he would give in this rather strange situation were forgotten immediately when the smooth hand of Yoruichi – still sticky with the leftovers of Soi Fon's essence – grasped the apparent bulge straining at an odd angle. Ichigo perked up, stiffening as the hand on his rigid cock began to stroke him through his hakama. Her other hand went up to caress his neck, feeling his pulse quicken. Such tender hands, he thought as she so gently touched his skin; a powerful throb occurred in the shaft in Yoruichi's right hand. She purred in his ear before kissing it.

"Ichigo, don't take it so badly," she whispered. She squeezed him, making him double over with a restrained groan. "It's normal in a boy your age." Her lips pressed against the side of his neck. As shivers ran up and down his spine, she began to untie the sash holding up his pants. The hem came slack, so she slipped them down with his undergarments.

His cock bobbed into view, and Kuukaku was quite surprised by the size of it. She gave a laugh as the weeping shaft rubbed on the nipple of her left breast. "You didn't tell me he'd be this big, Yoruichi. The kid's got a gift." While she spoke, she lifted a hand to encase the heated flesh; Yoruichi also stroked the penis, rubbing light fingertips over the wet tip.

With a duo of hands – each belonging to a different woman – petting his erection, Ichigo was nearing heaven. Yoruichi helped him discard his gi top, which let him feel her bosom molding against his back. He moved accordingly when she positioned him, too distracted by the stroking motions of Kuukaku's hand on his ultra-sensitive organ. He would hiss in pleasure when she would pause to rub her thumb at the tip.

The comfort of her fist left him, and was replaced by utter softness. Kuukaku's tits sheathed most of his nine-inch cock. With Yoruichi's guidance on his hips, Ichigo pushed forward and a gloriously slow pace, allowing him to experience the utter splendor of her chest. Kuukaku wrapped her arm underneath her heavy breasts to keep them locked around his member.

Lips touched Ichigo's shoulders several times; he squirmed a little from being ticklish in his aroused state. Yoruichi moved Ichigo's hips by shifting her own against him. His cock's head brushed against Kuukaku's lips when he was pushed all the way up; she graced him when her mouth opened and capped it. She suckled on the sensitive head, tasting the bittersweet tang of his pre-cum.

Behind him, Yoruichi groaned and rubbed up against Ichigo. Hands roamed his body, running down his muscled chest down to his crotch, where she cupped his testicles and massaged them as his penis drew back from the constricting cleavage of Kuukaku; his cock was pulled from the harsh suction of Kuukaku's mouth, creating a loud pop when the hole was unplugged. Saliva ran down the corner of her grinning mouth, and her tongue ran across the corner of her lips as she sensually gazed up at Ichigo.

When he extracted his member fully from the cleavage, Yoruichi stroked it, rubbing the saliva-covered head before jerking the rest of the shaft skillfully. Her touches made Ichigo moan. After she was satisfied, she aimed his thick member at Kuukaku's supported bosom's cleft. He poked her supple flesh before hitting the mark and sinking between the globes. Nine inches passed through the narrow gap, the tip once again being welcomed by Kuukaku's eager mouth. Her tongue swirled over the swollen head, cleaning it of more pre-cum, and her lips closed around it again.

Ichigo whimpered and a shiver coursed through him as his loins came to an exploding point. His hips shoved forward, making Kuukaku grunt when he unexpectedly shoved to the back of her throat. Before he could repeat the process, the base of his cock was grasped and angled the shaft upward, out of the warmth of Kuukaku's tits. Before all pleasure could come to a climax, he was ruthlessly brought back from that edge. Yoruichi spoke in his ear, "Not yet, Ichigo. Don't waste all that precious cum so soon. You have a long night ahead of you."

The expectation of a night filled with sex – with more than one beautiful woman, no doubt – had Ichigo's mouth turning dry, though his erection couldn't have been any thicker, harder, or longer. Before he could say anything, he was drawn away from Kuukaku's topless form, giving her enough space to wriggle out from between his legs.

As Kuukaku gathered herself, Yoruichi turned Ichigo about and pressed her lips firmly against his, the faint taste of Soi Fon's arousal passed into his mouth. The kiss intensified when Ichigo turned all the way around, hand tugging her hips against him. His arousal pressed firmly against her, the space between their bodies now nonexistent. They moaned into the other's mouth until they slowly broke away, saliva linking their tongues in a thin trail.

When he attempted to dive in for another kiss, Yoruichi held him at bay with a hand on his chest. "Not so fast, Ichigo. You have other matters to attend to." Not wasting time explaining her vague words, she lifted her top – a difficult endeavor when pulling them over the large swells over her breasts. The twin globes jiggled when finally freed, seeming as appetizing to Ichigo as when he first saw them. To further entice him, she lifted the left one. She talked smoothly and sexily, telling him to not keep her waiting.

Her dark nipple vanished with all haste into Ichigo's mouth. He pressed against her and wrapped his arms around her midsection to keep her from pulling away. All the while, she smirked and held the back of his head. A tassel of his hair was twirled in between her fingers. When he tugged on the nipple with his teeth, she moaned, petting the back of his head.

Taking her by surprise was Kuukaku, turning her friend's head to connect their lips. The bustier woman brushed her hand through the dark purple hair of Yoruichi when she became receptive to the kiss. The Goddess of Flash moaned huskily in Kuukaku's mouth when Ichigo's strong, calloused hand slid over her unattended tit, thumb and forefinger plucking at the sensitive tip.

Yoruichi was losing her composure when Kuukaku began to roam her body with her hand and lips. The black-haired noble planted quick kisses along Yoruichi's neck, stopping at the crook of her neck to suckle on the ticklish area. All the while, her palm slipped down, caressing Yoruichi's breast momentarily, and then ceased its trek at the waistband of her spandex pants. Nimble fingers easily slipped beneath the tight clothing, moving down smooth flesh until there was wetness.

"Ah," gasped Yoruichi subtly, "Kuukaku!" Her body quaked a little under the tender touches of both her student and her friend. She adjusted her position so that her lovely legs could wrap around Ichigo's waist, letting his dick nestle against the juncture of her thighs, where Kuukaku's hand was busily massaging her sensitive area. It was too much for Yoruichi. She pried Ichigo away from her chest and stood up. Naked and leaning back on his elbows, Ichigo watched as the splendor of a nude Yoruichi was revealed to him. She brought down her pants and threw off her shirt entirely. The sight of her flowering vagina made Ichigo's mouth water, and he couldn't wait to be buried inside her again.

He had hoped that she wouldn't waste any time and would impale herself on his eager shaft immediately; instead, she pressed the ball of her foot against his chest and forced him to lie back. Before he could question her motives, she straddled the lower portion of his face. He looked up at her, words muffled against her sex. Her toothy smirk taunted him, and a hand slipped into his hair. "Now, now, Ichigo, don't complain. Kuukaku will take care of you." She winked at Kuukaku; the amputee was already one step ahead of her, removing her white undergarments and hiking up the front of her skirt.

Her feet were planted at either side of Ichigo's hips before squatting. She felt his cock throb eagerly when she directed it. The head of his penis rubbed against the trimmed curls above her slit before bending slightly as she forced it to move to her moist entrance. There, he sunk into her tight depths, much to their shared satisfaction. Ichigo breathed a sigh against Yoruichi's womanhood, taking a moment to relish the feeling before finally extending his tongue to touch her nether lips.

Kuukaku had bated breath as she descended on the rod that stretched her more than any before. With some grit and determination, she settled down on his lap. A shallow gulp of air was taken from the feel of being so filled. It was wonderful. Using her only arm as a brace, she lifted and lowered herself on the nine-inch cock. "Mmm, this really is a good one you've found, Yoruichi. I couldn't have guessed when I first met this clumsy idiot." The look of offense went ignored on Ichigo's face, though that didn't stop him from eating out his mentor.

"I thought that, too," Yoruichi said, now seeing the glare sent up to her from beneath her crotch. She bit her lower lip and ground her pussy more against his mouth. Glistening lips were claimed by Ichigo, and his tongue snaked its way into her body. This made her moan considerably loud. "Since that time," she continued, giving Ichigo the sincerest gaze of pleasure possible to show that she loved what he was doing, "he's definitely changed my mind." As a reward, Ichigo moved his lips to attend her clit, which she truly appreciated.

On both sides of the orange-haired teenager, two well-endowed, beautiful women rode him. At some point, Yoruichi turned about to face Kuukaku, which also gave Ichigo better access to her clit – another bonus. She mashed lips with the ex-noble as they were slowly, but surely building up to a powerful orgasm. Ichigo, already close to the brink, did what he could to satisfy both women at the same time. His tongue was tiring, but it was still doing its job since Yoruichi hadn't let up her moaning yet. For Kuukaku, he managed to meet the bucking of her hips with his own.

Whether or not she was trying to aid Ichigo in bringing Kuukaku to an orgasm, Yoruichi lifted one of the large breasts enough to catch the nipple in her mouth and suckle on it. This was much better, Kuukaku thought as Yoruichi fondled the other tit, than letting those heavy things just bounce as she was fucked by Ichigo. She wasn't exactly prepared for it, though, when Yoruichi also reached down to rub the bundle of nerves at the crest of her pussy.

The fluttering around Ichigo's pounding cock intensified, signaling to him that Kuukaku was dangerously close to an orgasm. That meant that he wouldn't be too far behind. What worried him was his teacher's satisfaction. Hooking his hands around her strong thighs, he brought her down harder on his face and moved his oral muscle for all it was worth. Sure enough, with this extra spur of effort, the ebony woman's muscles began to quiver with the onslaught of an orgasm.

Thank God Yoruichi came first, Ichigo thought when she cried out, arching her back and pushing her pussy down against his tongue. He barely had any reserves left, and being more in control of himself than his first time, he wanted to at least warn Kuukaku when he came. However, he first would have Yoruichi ride her orgasm out, tongue lashing as fluids ran rapidly from her. When her climax was done and she slumped forward, hands planted at his sides and head hanging, Ichigo pulled away from her sex just enough to practically shout, "Cumming!"

Kuukaku, not being one who took much care with birth control since she was alone for most of the time, hastily got off of Ichigo's pole. From the dizziness of pleasure, she staggered a little, all the while staring at the cock bobbing madly. His testicles contracted, and steamy liquid rushed through his shaft. When the first wad of semen shot from his body, it felt almost painful after holding back for so long. Because of the way it was angled, Yoruichi's body was dowsed with blast after blast of cum. The first shot splattered on her left breast. Following jets reached lower, coating her stomach and thighs mostly until the momentum was lost; the last of his orgasm dribbled onto his belly.

To coax the last of his sperm from his penis, Kuukaku knelt between his legs and began to furiously jerk it in her fist. The teen could hardly stand the sensation without crying out, but when she engulfed the head in her mouth, he wasn't sure he could continue to live. Sure enough, he still had some spunk left to give, granted they were only two small bursts followed by trickles. Kuukaku's tongue gathered up the salty taste and swallowed.

Now spent, Ichigo's cock lost some of its firmness. He sighed heavily, finally able to breathe freely again when Yoruichi crawled off of him. As he recovered, Yoruichi and Kuukaku licked the cum up off his body before sharing it in a deep kiss. When it ended, they swallowed their share before turning back to Ichigo. He had at least one more task for the night, Yoruichi planned, and he couldn't be flaccid for it.

To rejuvenate him, both she and Kuukaku pressed their breasts against his cock. He was brought back to full hardness within a matter of seconds, making Kuukaku once again comment on how surprising he was. They lifted and dropped their tits against his sensitive organ, the cum on Yoruichi's breasts and on his penis helped it glide smoothly between the soft flesh.

"Come on, Ichigo. I have one last favor to ask of you," purred Yoruichi prior to flicking the tip of her tongue over the swollen head of his cock, tasting Kuukaku on it. "Don't you want to fuck Soi Fon again?"

Ichigo was panting heavily. He lifted his head as much as he could to stare at her. "I… I need to rest," he wheezed, arching his back when Kuukaku generously took him into her mouth and suckled tenderly.

Yoruichi brought her tits away from him so that she could move up and kiss him deeply. It wasn't prolonged, just an incentive to get him raring to go again. She giggled when he gave her an unsatisfied scowl at how she teased him sometimes. Softly, she urged him to get up as Kuukaku stepped away, ready for a good smoke while watching the rest of the events unfold. On weak legs, Ichigo followed her over to where Soi Fon still lay in a slight slumber; his eyes couldn't move from the wave of Yoruichi's ass when she walked.

With subtle touches and tender kisses, Yoruichi brought Soi Fon awake. "Yoruichi-sama?" she mumbled groggily. Coming to her senses quickly enough, she removed all fatigue almost instantly and sat properly with her legs folded underneath her, though she didn't seem so proper when completely nude. Her lithe body was admired by Ichigo as he stared at her. While her breasts were small – especially when stacked against the pair in front of her – they were pleasant to the touch. Her gray eyes moved over to regard Ichigo, red crossing her impassive face when she noticed the erection he was sporting; he shared her embarrassment. Noticing this, Yoruichi laughed heartily and commented that they were both acting like children as she went off to a satchel stashed in a corner of the room.

As she fumbled through the items, Ichigo awkwardly rubbed the back of his head while caught in the petrifying gaze of the commander of the Special Ops. "Hi, Soi Fon-san," he dumbly said. He wanted to kick himself for speaking so formally to a woman he not only shared his virginity with, but the woman he was getting prepped to fuck in just a little while.

Soi Fon finally turned her eyes away. "I can't believe Yoruichi-sama wanted to include you again," she mumbled, stabbing Ichigo in the gut with her harsh words. That was her intention, for she didn't want to appear weak to him by admitting that she loved how he fucked her before.

"I wasn't exactly expecting it either," argued Ichigo as he looked off to the side.

Yoruichi returned with two foil squares, announcing that she found them. Ichigo, while never using them before, identified them as condoms and flushed. "These will help, Ichigo," she said as she passed them to him. He eyed them before looking back at Yoruichi. Deciding to explain, she said, "Put one on. It's lubricated, so we won't have to worry about that."

"Why do you want me to wear these all of a sudden?" Ichigo asked while he nevertheless unwrapped the latex protection and unskillfully rolled it over his penis, wincing at the slight discomfort it caused at first.

Yoruichi placed a hand on her hip while holding up a finger pointedly. "I told you last time, remember? It's time you try anal."

Both Ichigo and Soi Fon tensed at the declaration; the girl was probably more shocked at the announcement since she was going to be the one penetrated. "I can't do that!" she protested fearfully. She knew it would hurt, and Ichigo wasn't exactly 'fun-sized'.

"Soi Fon," sighed Yoruichi in exasperation. She took a lazy stance, half-lidded eyes cast towards her lover. "Stop complaining. It's not as bad as you make it out to be. You worry too much. Ichigo…" She looked over at the boy and nodded towards the cowering shinigami. "You'll do it, right?"

Ichigo stammered in response. "I… I can't if Soi Fon-san doesn't want to! That's rape!"

High morale, like always; Yoruichi groaned at these meaningless complications. Her golden stare went to Soi Fon again. "Try it for a little bit. If it doesn't suit you, we'll stop. Alright?"

Though appalled at the idea of Ichigo going 'there', Soi Fon agreed nonetheless with her idle. After all, she would do anything for her.

"There ya go, Ichigo!" declared Yoruichi, now happy that they could finally get this act going. Ichigo, not too thrilled about the idea, still complied. He hoped to at least make Soi Fon feel comfortable by a little bit of foreplay first, but she resisted his kiss and told him to get on with it. Rather submissively, she got onto all fours and braced herself, fingers balling into fists on the floor as she trembled.

Ichigo didn't want to prolong her anxiety any longer, so he went behind her. On his knees, he had to maneuver his cock somewhat to actually press against the tight ring. The lube on the condom didn't exactly make it much easier to force himself through her anus, which caused discomfort on both parts. Soi Fon yelped when the head popped into her. It was so painful, but she would endure it a while longer. Her ass was pulled back inch by inch, guided by Ichigo's gentle hands. Five inches in, and Soi Fon thought that she would throw up. The tightness of it was almost unbearable on Ichigo's part, and flashes of his cock being dismembered from the tightness crossed his mind. When he thought it wasn't such a good idea and started to back out, Yoruichi came up from behind to keep him from escaping. She whispered comforting and sexy words into his ear as she eased him deeper into Soi Fon's ass. Eventually, though, the cat woman left Ichigo's side to gather something else from the satchel in the corner; he gave her little thought as he focused on Soi Fon.

Soi Fon's breath was hitched. She had never taken Ichigo so deep in her before. And now that their hips were pressed against each other, she knew that he was completely in her. She almost could smile victoriously at the accomplishment had the pain not been so immense. Even so, the one who began the thrusting was her. She pulled forward a little before slowly pushing back, gritting her teeth against the sting.

With time, Soi Fon had begun to pound surprisingly fast against Ichigo; pain was fading surely to be replaced with absolute pleasure. Now that her body had accepted and accommodated him, the thrusts became more savage. Ichigo moaned aloud, hands leaving Soi Fon's waist to run up her sides and caress the breasts that fit perfectly in his palms. Being so much taller than her, he towered over her when his front pressed down on her, supporting his weight with one hand as the other toyed with her breasts.

Sometime later, when anal sex was accustomed to, Ichigo angled themselves so that she was sitting – thighs wide apart – on his lap as his own legs were folded, balancing on his knees and the balls of his feet. The rings attached to her twin braids of hair clattered on the mat, clinking in time with the thrusts made into her. Her hands moved back to brace better on Ichigo's hips. It was just the position Yoruichi was waiting for. Prepped for her own style of love-making for Soi Fon, she reappeared in front of her ward, hands on hips and purple strap-on proudly displayed for the lust-induced girl to gawk at.

Bending at the middle, Yoruichi leaned down to Soi Fon with her trademark grin of mischief. "Don't look so surprised, Soi Fon. What do you think I was doing for the past few days?" she teased while brushing a hand over Soi Fon's cheek. "I was gathering the supplies for this. I didn't want to be left out on your first anal."

Soi Fon stuttered as Yoruichi slowly moved into place, eyes staring intently on the sex-toy fumbling to find her entrance; Yoruichi had to tell Ichigo to bring the small woman's hips up some so that she could move into her as well. Ichigo had no complaints and raised Soi Fon, though she squirmed when the head of Yoruichi's fake phallus pressed against her wet pussy, slipping in with ease after the initial thrust.

Never before – and never again, probably – had Soi Fon ever felt so filled as she was lowered upon two cocks at once. She threw her head back and cried when she came down to settle in Ichigo's and Yoruichi's laps. Now with the feminine hands of Yoruichi on her ass and Ichigo's stronger one at her hips, she was in absolutely no control of her movements. It was a struggle at first for the penetrating party to agree on a rhythm, fighting against each other's pushes and pulls, while Soi Fon jerked and bounced in response to their insistence.

After a minute of mindless thrusting, Ichigo and Yoruichi got into the swing of things. Soi Fon moved like some kind of machinery as she held onto Yoruichi as the cocks shoved into her one after the other. Wet noises were made from this clockwork thrusting, generating the most pleasure possible.

Soi Fon, now accustomed to the foreign invasion of her lower body, began to mesh her lips with Yoruichi's. The seed Ichigo had shot on Yoruichi's body earlier glued the women together as they ravished one another's mouth. Large breasts smothered smaller ones, catching Ichigo's eyes as he still pounded into Soi Fon's tight hole from behind. Muscles were tensing within Soi Fon, which told him that she would be close to reaching an orgasm.

It was enough to be the doom of Ichigo. He yanked out of Soi Fon and removed the condom with all haste, for in the next millisecond, he exploded. Hot semen began to coat Soi Fon's ass in quick bursts from his penis. As he stroked himself to drain the ejaculate from his sac, Soi Fon brought her face away from Yoruichi's, panting heavily as she watched him unload on her backside, making the flushed cheeks glisten with white fluid.

At last, Ichigo was down for the count, falling back while panting heavily. His arms and legs were splayed out around him as he tried to catch his breath. Exhausted, he was asleep in a matter of seconds.

Soi Fon dwelled on him for only a moment before wrapping her legs around Yoruichi's waist. The cat woman was now in total control and took advantage of it. She ruthlessly began to thrust into Soi Fon, making the usually quiet assassin cry out in pleasure. "Yourichi-sama! Yoruichi-sama!" she chanted over and over, her fingers digging into her beloved's shoulders for support and to keep herself from going mad.

"Cum, Soi Fon," Yoruichi grunted as she made quick, punctuated bucks of her hips. "Cum for me."

As if willing her body to follow Yoruichi's commands, Soi Fon threw her head back and exclaimed her release. Fluids from her pussy flooded over Yoruichi's thighs. Limbs quivered and breath was shaky. Soi Fon was finished, falling against her lover as she made short, slow and tender strokes to ease her from her orgasmic heights. Dazed and sore, Soi Fon chased Ichigo in dreamland.

The two 'students' of Yoruichi were laid side-by-side to catch up on some rest. All the while, the instructor stood over them with a look of victory. "Looks like they're out for the night," she mused before turning and sauntering over to Kuukaku. They shared knowing grins. Yoruichi reached down to stroke some of the buxom woman's hair while she, in turn, took hold of the strap-on erected above her face, still glistening with Soi Fon's juices. "I guess it'll be a while before they can stand with pros like us."

Kuukaku nodded. "Too bad they won't be awake to see how it's done," she whispered before licking the phallus, tasting the essence of woman on it. For her and Yoruichi, the night had just begun…


	3. Chapter 3

**A Lesson To Be Learned**

**I DO NOT OWN THIS STORY: v The original link is down here v**

** . ?no=600012207**

New Student

Time in Soul Society was done, and the ryoka had to return home. Granted, it wasn't the most splendid or formal of partings; Ichigo and the others still had to run for their lives from the train-thing in the Precipice World. Luckily, catching them in the real world was none other Urahara, the man who sent them to Soul Society in the first place. After an apology from him, some physical violence shared here and there along with Uryuu's usual war-mongering with Ichigo, and Chad's and Orihime's goodbyes, Kurosaki Ichigo finally could leave for home, waving at the dispersing carpet-thing that Urahara had carried them on.

Away from the madness of Soul Society, Ichigo mused as he headed towards his bedroom window to avoid being seen by Karin – supposedly the only other one of the Kurosaki family to have the ability to clearly see ghosts. Kon was in Ichigo's body, fussing in his sleep about something perverted. The drooling smile and where his hand was were dead giveaways. When awakened by a knock on the window, he expressed nothing but rage at whoever interrupted the dream of an impending Orihime/Rukia sandwich. All thoughts of anger vanished when he laid eyes on Ichigo. His hopes of Rukia's return, however, were dashed and left him crazed for womanly contact. Outbursts couldn't have been stood by Ichigo at this time, so he removed Kon's soul from his body, asking for a night of rest. He set the Mod-Soul on the desk for the time being.

That was rather presumptuous of him, for not a moment later, his dad came flying into the room with a diving kick. Using reflexes gained from his fierce battles against Kenpachi and Byakuya, he easily caught the attack. However, the fight was not yet over. Isshin attacked his son with wild abandon, waking his sisters who had to intervene and drag Isshin off.

"He hasn't changed at all," snarled Ichigo as he slammed the door shut. He locked it to ensure his dad couldn't jump in any time he wanted. Sure, Isshin would break the door down to engage in combat with his son, but it was all Ichigo could do without barricading the door.

"Your family is quite lively, Ichigo, even so late at night," came a teasing voice at the open window.

Ichigo jumped at the suddenness of it. He spun around as if this person was a danger, but he knew too well who it was. "Yoruichi-san! What are you doing here?" he exclaimed, staring at the lithe form of the cat woman sitting so idly in the open window. He clapped his hand over his mouth, hoping he hadn't made enough noise to rouse his father's suspicions.

Stretching pompously, Yoruichi gave him a smirk that he had learned all too well. His eyes alternated between her and the door behind him. All of a sudden, he found himself shivering in the presence of the woman on the other side of the room. She was beckoning him with her golden eyes glinting in the moon light, just like a cat's. "How does it feel to be home? I'll bet you're relieved," she said, frustrating him by trying to strike up casual small talk.

"You can't be here," hissed Ichigo as he approached her. "My family can bust in here at any moment! How could I explain you being here to them?"

Yoruichi eased herself from the windowsill to the comfort of Ichigo's bed. She spread across it, propping her head up on her hand so that she could keep eye contact with her protégé. Seductively, her right leg drew up the other leg before heading back down; her slippers were kicked off slowly. All she needed to do was part her legs to beckon Ichigo and relay to him what she wanted. "Are you interested in a quickie?" she bluntly asked with quirked lips.

He was only so strong, and with nervous steps, he went to her. Still, he tried to resist her charms, though it was futile. "We can't do this, not tonight," he grumbled, glancing away from her before she could trap him in her seducing gaze.

Yoruichi wasn't convinced in the slightest. He was shaking too much, eyes were wavering, trying to look anywhere other than her body. She knew that he feared if he gave in for just a moment and glanced at her, he would walk right into the palm of her hand and never regret it. While he still had some self control, he wanted to maintain his reputation as a guy who didn't have sex on his mind 24/7. She would let him have that.

However, few guys could resist her for long. Ichigo – fears coming true – could not keep himself from being hypnotized by her alluring gaze, and told her not to be loud while joining her on the bed. Fingers lacing around the back of his neck, she whispered a promise before bringing him down to kiss her. A simple touch of their lips slowly grew in passion. His hands weren't as shy as he acted, for they instantly ran up her sides to finally cup her breasts. Beneath the thin, tight material, he could feel the hardened bumps of her nipples. It made his mouth water; he pulled away from Yoruichi to swallow, not wanting to drool in her mouth.

She knew what he liked now, so she pulled up her shirt enough so that he could admire her tits. He wasted no time in fondling them. They molded so neatly to fill his palms, loving how they jiggled as he bounced them in his cupping hands. Her taut nipples were his main interest, however, rolling them beneath his thumb or plucking at them tenderly.

Eager to arouse him to the point of no return, Yoruichi reached for the tent in his pajama bottoms. Her wrist was caught before she could snag her prize, making her glance up at Ichigo. Surprisingly, he had quite the stern look on his face. "This isn't going to happen every night," he told her. It was understandable, she figured since he had such a strict father. This was surely a risk they were taking; that turned Yoruichi on even more.

Carefully, Ichigo released her hand to let her gradually wrap her fingers around the covered rod. The tip of the tent was saturated, telling her that Ichigo wanted this much more than he was letting her know. For the time, she wouldn't tease him about it, lest she wanted him to lose the luster that gave her so much pleasure.

He eased his mouth over the peak of her left breast after his tongue rolled over the dark nipple. An appreciative sound came from behind Yoruichi's closed lips. He liked it when she moaned; it showed vulnerability in the cocky teacher. She released his cock for the moment to stroke his hair and spine. Like a puppy, she petted him to encourage him.

When he had his fill of toying with her breasts – for the time being, anyway – he stepped off the bed to remove his clothing. Yoruichi began to do the same on the bed, discarding her top altogether and slipping off her pants; watching her curled form as she slid her black spandex down her shapely legs made Ichigo stumble a little when kicking off his pants.

He was in such a clumsy state of mind as he watched the beauty spread out across his bed, one arm lifting to cushion her head as the other traced her fingers along the side of her large tits down to her waist, her legs parting invitingly. When he finally went to mount her, he practically fell over her. His awkwardness was perhaps one of his charms. Of course, whatever it was, Yoruichi could only focus on the stiff object nestled between her strong thighs. She spread her legs so that his bobbing erection could slip into her easier.

Ichigo took his hard cock in his hand to direct it. He rubbed the tip against her clitoris first to cause her to moan. Up and down, he moved himself against her wet slit before firmly pressing against her channel. The duo held their breath when the swollen head punctured her. Yoruichi curved her legs about his waist to lock him in place, helping him push into her. She licked her lips when she took six inches in, bracing herself for the final three.

Though they had fooled around quite a bit in Soul Society, Yoruichi – oddly enough – hadn't taken Ichigo into her that much; Soi Fon was the one who usually ended up getting fucked by him. Therefore, she felt a twinge of discomfort when he was fully sheathed in her. Such aches were accustomed to rather quickly, and she was ready for him to move.

He slid halfway out before spearing forward, causing her to cry out as her body jerked with the force of his initial thrust. When he found a rhythm, he let himself lie flat on Yoruichi so that both of his hands were on her waist. Arms tangled about one another, her teeth clamping onto his shoulder to keep from crying out as he muffled all of his moans in the pillow.

Ichigo was pounding her hard. She sunk her teeth deeper into his shoulder and would surely leave marks; he hissed against the pain, but it seemed to work with his pleasure. His thrusts struck her harder as they raced to an orgasm. With the precious privacy and the threat of a nosey father bursting in on them, they couldn't try to hold out.

Ichigo didn't want to risk leaving Yoruichi unsatisfied in case he came before she did, so he reached between them to tend to her clit, pressing and rubbing it furiously. The cries she uttered were well worth the risk of being heard by his family, he thought in his lust-clouded mind. To add to her pleasure, he craned his neck to an uncomfortable angle to capture one of her bouncing breasts in his lips. Hopefully, this would bring her closer to the edge.

Success! Her vaginal walls clamped around him. The tight passage massaged every curve of the intruding penis to coax his essence into her. "Ichigo," she seethed, trying not to make a ruckus. She cringed as the delight of an orgasm washed over her.

Now that she had reached completion, Ichigo chased after her. He pulled out and gripped his soaked cock. Yoruichi's fluids were a great lubricant as he rubbed the tip with his thumb and worked the shaft. He scooted forward, straddling her stomach as he took aim at her face. She licked her lips tantalizingly as she awaited his load. Milky bursts of thick semen shot through the air so suddenly and caught her by surprise. She giggled a little as hot seed splashed on her forehead, cheeks, and then chin. As the last of his orgasm pooled in between her tits – he rubbed the final dribbles against the soft mounds – Yoruichi licked up the portion that had oozed over the side of her mouth.

Clarity now replaced lust. Hastily, once again fearing his father, Ichigo lurched off the bed and gathered his clothes. Yoruichi watched him in amused fascination, never minding that his cum was still covering her face and tits. When she asked what he was so tense for, he seemed agitated by the question. "My dad! He'd go nuts if he saw me naked with you," he told her in as loud of a voice as he dared. He staggered around as he pulled his clothes on. Hopefully Yoruichi was getting dressed and ready to leave as well; this wasn't a time or place to spend time together after a quickie.

When he turned back to her, he was taken aback. Her clothes were still lying around, but sitting on his bed was a black cat licking its damp muzzle. Semen made the fur on its face and chest sticky and unruly. Ichigo cried out at the sight of it, for he wasn't at all prepared for that. "Why are you in that form?" he shouted at her.

"Huh? Wouldn't this form be better?" Yoruichi asked in her masculine voice. "Your dad won't get mad if he just sees a cat in the room."

The suggestion made Ichigo go red from frustration and embarrassment. "You're covered in cum," he reminded her. "That'd be even worse for my dad to see! I don't want him to think I'm into… that." The last thing he needed to be called was a cat-fucker.

"Hmm, I guess you're right," agreed the cat with little concern. After stretching out, she trod toward the open window. "Well, I'll be going now. Take care of my clothes until I get back. I have some stuff to take care of." Ichigo became suspicious, for the last time she 'took care' of something, the two of them ended up fucking Soi Fon at the same time. "Good night." She took her leave then, leaving Ichigo to clean up her clothes and the incriminating stains on his bed sheets.

"Ichigo!" Kon was furious when he was put back into his stuffed body. He pointed an accusing finger at the teenager idly watching him. With a bored look and an arm drooped over the back of his desk chair, he gave his attention to the Mod Soul's rant. "I heard it last night! I heard what you were watching!" The anxiety that flashed on Ichigo's face shifted to confusion as Kon continued, "Is that all you brought back from Soul Society? Instead of Nee-san, you bring back naughty videos? You're pathetic!"

With a red face, Ichigo turned away, staring out the window. He hoped that he hid Yoruichi's clothes well enough so that Kon couldn't discover what really happened. Best if he just thought that Ichigo was one of those boys who liked watching porno late at night. He discarded the conversation with a small utterance.

He decided it was best not to linger around the house right now. With Rukia gone, it felt a little lonesome; Kon wasn't the best company to have. He stood up and said, "I'm going out. Stay here, Kon." The stuffed lion protested, crying about being bored for too long. Ichigo told him to just find something to entertain himself.

A gleam shined in Kon's eye. "Well, I guess I could watch that video you brought back," he said nonchalantly, the perverted look on his face a window to his intentions. Ichigo rolled his eyes at the Mod Soul's sexual appetite and left the room.

Orihime hummed a little tune as she rinsed the suds from her curvaceous figure. The water was exceptionally warm, just how she liked it. She swept her arms clear before stepping into the full blast of the showerhead to wash the soup bubbles from the crevice of her ample breasts. Rivulets trickled down her abdomen and shapely legs after streaming either between or around her bosom.

When she was done washing, she slipped from the small bathing area with a pink towel held up to cover her front from no one in particular. She glanced at the silhouette of herself in the mirror, unclear from the steam fogging the surface, and smiled brightly. "It's so good to finally shower in my own bathroom again," she joyfully announced as she wrapped herself in the pink cloth. Continuing to hum, she walked to the glass door of the room with a bounce in her step, making her most noticeable assets do the same behind the towel.

The door was opened, and Orihime meant to head to her main room to get dressed. However, everything came to an abrupt halt at the sound of a meow. The thick-headed girl yelped and almost fell over, keeping herself from accidentally crushing the black cat that was sitting pompously several inches in front of her. For all the oddness in her life, Orihime didn't often have a cat mysteriously appear in her house. Still, though she didn't seem it at times, she was bright enough to put the clues together quickly.

"Yoruichi-san! Is that you?" she asked excitedly, kneeling down and holding onto her knees as she stared into the amber eyes.

A paw came up in a human gesture of greeting. "Yes, it's me," the feline replied. Returning to the prideful stance all cats had while they were sitting, she stared intently at the smiling redhead in front of her. "I hope I am not intruding."

"Not at all!" insisted Orihime. She hopped up and made to move around Yoruichi. "Just let me get dressed, and I'll pour you some milk!"

While milk did sound appetizing – in her cat form at least – Yoruichi commanded in a stern voice for Orihime to stop; the girl froze almost instantly in mid-stride, fear seizing hold of her as firmly as a giant fist. Casually, Yoruichi padded in front of her again. "We have some… business." There was incredible vagueness with a hint of tomfoolery; it made Orihime feel on edge while she corrected her stance.

In a burst of light so sudden that it sent Orihime reeling from surprise, Yoruichi transformed. Trailers of smoke drifted through the air as the nude woman revealed herself from the veil. It was Orihime's first time seeing the transformation, so she did not think that Yoruichi would be completely naked, believing that she would have found some way to make her attire transform with her.

Yoruichi boldly walked toward Orihime and held out a hand to help the younger girl up. Shyly, Orihime took the offered help and stood up. She was comfortable enough to be practically naked in front of another woman – even a boy, depending on who – but she found herself particularly bashful when she noticed the jiggling of Yoruichi's tits, even more so when her eyes accidentally wandered down to her crotch.

The two women stood in front of each other, separated by two feet; their breasts were almost touching. Yoruichi stared at Orihime wordlessly, not taking her eyes away from her face. This made the teen girl nervously rub the back of her head. "Um, Yoruichi-san, would you like me to get you some clothes?" she asked, giggling anxiously afterward.

Yoruichi didn't respond right away. Instead, she reached out and took hold of Orihime's covering. Before any protest could be given, the towel was thrown behind the assertive woman, and Orihime was left bare before she even realized it. Modestly, she tried to cover herself from Yoruichi's gaze. "Wha-what are you doing?" she stuttered frantically.

"I've decided," began Yoruichi, taking the step forward that made her chest mesh with Orihime's, which caused the teen to shudder uncomfortably, "that you will be my new student." She smirked when her hand slipped over and caressed Orihime's cheek. Orihime flushed at the gentle contact. She wasn't sure how to respond to this advancement until Yoruichi leaned in a barely swept her lips over hers.

Instantly, Orihime slipped away, banging against the wall in her haste. Whatever was indistinguishable before about Yoruichi's intentions were now as clear as day. Her uncertain smile had all but vanished while gazing up into the predatory gaze of the slightly smirking woman. "Yoruichi-san, I can't be doing…! Why are you doing this?" she frantically asked. Slowly, she inched back to gain some distance from the hungry-looking woman.

"I just told you: you are my new student. I figured I should have one in the Living World to keep the other one company." Yoruichi didn't want to ruin Orihime's surprise by automatically telling her that Ichigo was the other 'student'. She knelt down and touched Orihime's stomach, loving how muscles contracted under her fingertips. Virgins had such interesting reactions towards intimacy, she mused; Ichigo was rather comical, after all, resistant but willing at the same time.

Finally gaining some of her naïve nerve back, Orihime laughed weakly. "That sounds nice," she began, easing to her feet so that she could move towards her room and evade Yoruichi; Yoruichi just watched her with the interest a cat gave a frightened mouse. "I don't think I should, though." She made a direct path to her bedroom, no longer caring about covering herself; no real point when her ass was on full display. "I'll just quickly get dressed, then we'll…"

"Bakud o no. 1: Sai," Yoruichi uttered with a slight gesture of her hand.

Orihime gasped when an intangible force locked her arm behind her back. The suddenness of it knocked her off balance, causing her to drop back on her backside with a groan, legs bent and spread before her. "Ow, ow, ow," she whimpered, wanting to massage her hurt area. However, when she tried to move her arms, she found it impossible – at least, for someone of her strength against the strength of someone like Yoruichi. Helplessly, she looked up with her gray eyes to watch Yoruichi slowly prowl around her, laughing smugly.

She came down to kneel in front of the frightened girl, a comforting hand placed casually on Orihime's knee; this also allowed Yoruichi to keep the girl's legs apart to allow her full access. "I didn't want to do it this way," she purred, "but you leave me no choice." She sounded awfully jovial for someone who was pushed to a last resort. "You may be a little hesitant at first, but I assure you, you will enjoy this. The other one did." Before Orihime could even try to formulate the first of a hundred questions running through her head at that moment, Yoruichi tenderly joined their lips, taking Orihime's first kiss.

Needless to say, Orihime was shocked and felt vaguely disappointed; her hope was to have Ichigo be her first kiss. Much to her surprise, she felt Yoruichi's tongue tracing her lips. When they did not part, she forced her way into Orihime's mouth. The girl whimpered and, unsure of what to do, tried to push the invading tongue out with her own. Ironically, this seemed to spur Yoruichi on when she deepened the kiss.

Huge breasts pressed tightly together as Yoruichi pulled her capture closer. Her hands ran down to the teen's thighs. Nice, she thought, firm.

Orihime's mind was overloading from the intensity of Yoruichi's kiss. She wasn't sure now if she was trying to push Yoruichi's tongue from her mouth now, or if she was actually giving in. Perhaps her answer was to be found in the soft moan she made, muffled by Yoruichi's mouth. Behind her, her fingers balled tightly into fists as her toes curled. Her exposed crotch felt tingly while a foreign warmth filled the pit of her stomach with butterflies. Every part of her seemed to gain super-sensitivity to touch, particularly her nipples, which were rubbing tightly against Yoruichi's.

After kissing for so long, it finally ended. Yoruichi pulled away slowly from Orihime's pink, glistening and puckered lips. The redhead panted softly, seeming so helpless underneath Yoruichi's gaze. "As I've said before," the dark woman purred, a hand tracing sweetly down Orihime's throat, "you will enjoy this in a matter of time." Not wasting another second on words, she hefted up one of Orihime's heavy tits to be offered to her mouth. Without breaking contact with Orihime's worried gaze, Yoruichi descended slowly and took the pink bud in between her lips. A slight nip at the peak at first, but she took the entire nipple into her mouth in the next instant.

Orihime yelped at the wet, pleasurable feeling. Meekly, she tried to protest against Yoruichi tending to her breasts in such a way, but her pleas to be released fell on deaf ears; as if Yoruichi could be stopped now that she caught her prey. She did not neglect the other breast, reaching out to twist and pull at the hardened tip. Whether or not Orihime wanted to admit it, Yoruichi could tell for herself that the high school student was aroused; the heat from Orihime's groin was proof enough of that.

When Yoruichi let the nipple pop from her mouth, the entire breast jiggled back into place, no longer supported by Yoruichi's hand. The beauty of Orihime's chest had to be admired, and Yoruichi caressed the globes of flesh tenderly. "You have such lovely breasts," she complimented. She descended her mouth to the breast that had yet to be suckled, then hesitated. "I'm surprised that you haven't done this before." The tip of the breast vanished in her mouth then.

Orihime gasped at the delightful sensation. After she could form words, she stuttered, "I'm too young, and I go to school. I should be doing things like…" She winced when Yoruichi lightly bit her sensitive flesh. "… this."

With a haughty smirk and a tongue flicking skillfully out of her open mouth, Yoruichi coated the pink nub beneath her mouth with saliva before speaking again. "You should make time for yourself, Orihime. You deserve it…" She trailed off and blew cool air onto the wet nipple; the cold air made Orihime's skin tingle.

Before another word could leave Orihime's lips, Yoruichi's hand was once again on the move. From the valley between the girl's breasts, her fingers traced down, tickling her stomach, and slowly branched out upon reaching the neatly-trimmed hair at her vagina. Yoruichi purred when she finally reached slick flesh.

"Yoruichi-san," Orihime gasped when a finger prodded her sopping hole. "I… I… I don't think I'm ready for this!" She was practically hyperventilating, not sure how to feel as Yoruichi teased her, pretending that she would push her finger into the girl, but stopping before she actually could. In an effort to take some control back, Orihime closed her legs tightly. However, it wasn't hard for Yoruichi to pry the wavering girl's knees apart again.

Was it to be considered punishment when Yoruichi's digit finally slipped into Orihime's contracting hole? Orihime whined and watched in horror as the finger pushed into her up to the second knuckle. It was such a strange pleasure, she found when the digit massaged her inner walls. It actually compelled her to make sounds.

Yoruichi smirked at the wet noises her finger made within Orihime. "From what I can tell," she started to reply to Orihime's previous statement, "you're very ready for this." She added a second finger to Orihime's pussy, enjoying how her hips bucked forcefully in response.

Back and forth, the duo of fingers moved, creating more and more grunts and moans from the very responsive girl. Her face had flushed to the color of a cherry, all the while glancing down between her bouncing tits at the hand rapidly shoving against her snatch. Something was coming on, something greater than all this pleasure she was feeling. Against all reasoning, she welcomed it, wanting it to explode. Her vagina tensed and squeezed Yoruichi's digits.

This was the signal to stop. Yoruichi quickly and mercilessly pulled out, leaving Orihime panting and utterly disappointed as she lingered on the edge of her very first orgasm. She stared pleadingly at Yoruichi, hips moving forward urgently. "Why?" was all she could ask.

"You can't be finished so soon," said Yoruichi. And her intentions were revealed as she slid down to lie on her stomach, breasts compressing against the cold, tile floor. With Orihime's crotch jutting and knees spread wide, it was the easiest access. Yoruichi hooked her hand around Orihime's thighs for leverage before extending her tongue to run along the wet slit. She lapped upward, flicking the tip of her tongue against the sensitive clit at the top that made Orihime surge with a cry of pleasure.

This was truly a delight; Orihime was the first virgin Yoruichi had the pleasure of eating out since Soi Fon all those decades ago. She had forgotten how vocal first-timers can be and how much they squirmed; she loved it. Her tongue lashed at Orihime's sensitive flesh without giving a second for Orihime to catch her breath.

The busty redhead panted, squealed, and grunted underneath the tortuously pleasurable touches of Yoruichi's mouth. The woman began to use her lips to kiss the nether regions, sucking on the folds and shoving her talented tongue as far as she could into Orihime. Such a delicious taste, she thought.

However, like before, Yoruichi left Orihime wanting as she drew away, adjusting her position one last time. She stood up and started to walk away to the other room, leaving the horny and still hand-bound Orihime in a writhing mess. "Where are you going?" she called out, praying that Yoruichi would return and be merciful enough to finally give her the climax she now so desperately needed.

Yoruichi returned to the room, holding up her purple strap-on for Orihime to gawk at. The fake penis was roughly seven inches long and reasonably thick, an intimidating sight for a virgin. The dark-skinned royalty smirked at her captive. "How would you like to lose your virginity, Orihime?" she asked bluntly, brazenly squatting in front of Orihime, giving a full view of her smooth pussy.

"No!" Orihime immediately declined. She may have been eager as hell to reach an orgasm, but she still had some propriety left; she wanted a real man to take her virginity, someone she loved, not some toy. "Not that!"

Yoruichi had expected as much and started to laugh while setting the strap-on aside. "I was just kidding, Orihime! We'll save that for another time." She caressed Orihime's cheek, then, their lips an inch from each other. "But I still want to share this with you." The kiss was fleeting, but reassuring.

Watching with no small amount of fascination, Orihime was adjusted so that one of her legs was over Yoruichi's while the opposite leg was reverse to that position. She was forced to lean back against the wall with no support from her bound hands; she didn't complain about the slight discomfort, too eager to finally reach the unknown of the big 'O'. She had heard of something like this before when Chizuru made hushed suggestions in her ear before being attacked by Tatsuki. It was called 'scissoring'.

She took a sharp inhale when she felt Yoruichi's wet pussy press firmly against hers. There was some movement, not meant to create pleasure, but for Yoruichi to reach the perfect position. When she was satisfied, she looked over at Orihime and smirked. Then she began to grind with all fervor, generating immense pleasure in both parties. Yoruichi moaned, loving the feeling of fucking another woman without any toys; just pure flesh. Orihime was practically screaming as the much-older woman ground her snatch against hers. The thrusts caused her ample chest to bounce madly, but she didn't care; she was well on her way, a boulder rushing down a steep hill, not stopping and gaining momentum every second.

She squealed randomly amongst a series of wild moans and cries to God. No longer trying to fight against her 'teacher' – she gave that up a while ago – she began bucking her hips against Yoruichi's to heighten the pleasure. Her clit met the smooth flesh of the ex-princess, and she sought to keep the feeling that it caused going.

Yoruichi wasn't yet near an orgasm when Orihime finally reached hers, but she was satisfied for the time being. She pressed her pussy against Orihime's harder than before and rolled her hips sensually to keep the feeling going. She wanted her pupil to enjoy the full extent of her very first orgasm.

Orihime yelped and moaned when she came, her vagina squeezing tightly. Vaguely, she felt empty during the orgasm, for without something in her, it didn't feel as natural as she thought should have. This didn't take away from the utter enjoyment of the moment; she found her eyes closing blissfully with a goofy smile appearing on her face as the last waves of pleasure were rode out, splashing over Yoruichi's lap.

Exhausted, Orihime fell limp, gasping desperately for air, her body convulsing from the final spasms of pleasure. How satisfied she was, Yoruichi mused as she got to her feet, the apex of her thighs glistening with her juices as well as Orihime's. She released the spell on the girl's arms, letting Orihime collect herself somewhat as she lay on the floor in a heaving mess. "You should start getting ready," sung Yoruichi, moseying towards the exit while waving a hand. "I'll be back tonight with my other student. Don't go wandering off." There was then a small 'poof'ing noise in the next room, and all Orihime could hear were small, padded feet heading towards the open window. Yoruichi left.

Rather confused and lightheaded, Orihime was alone to consider Yoruichi's words. She sat up, rubbing her head while staring in a childish daze. Suddenly, she perked up, laughing sheepishly. "Whoops! I should get dressed before I think about anything else!" Dizzily, trying to act as if nothing happened, she staggered over to her room to get dressed.

Ichigo aimlessly wandered the alleyways of Karakura Town. He had much to think about, what with Aizen still out there, being placed as a substitute Shinigami, and Yoruichi coming onto him frequently. The stress could get to him, though the latter idea was more of a stress-reliever in some ways.

He perked up then, looking at the sky. "I wonder where Yoruichi-san is," he mumbled. "She said she'd be coming back for her clothes."

"Missing me already?"

Ichigo couldn't believe his ears as he spun around; he also couldn't believe his eyes when he saw Yoruichi in naked human form sitting atop the wall. As if she wasn't exposed to the world, she sat idly with feet crossed. After making eye contact with Ichigo, she leapt down and approached him. He shouted at her before her mouth could open, telling her not to walk around naked.

"My clothes are still at your house, Ichigo," Yoruichi reminded him, teasingly flicking his forehead. "I just came to tell you that we'll meet up again tonight. I hope you'll be ready for it."

Ichigo flushed at the prospect of fucking Yoruichi again, though he thought he shouldn't have felt so embarrassed with how intimate they were and how often. "You can't just expect me to do this every day," he said. "I need some time to rest, you know."

"Tonight is a special case," he was told, though his mind wandered when Yoruichi walked around him, her swaying hips capturing his gaze. He hoped that she wasn't going to suggest sex now, because he would've had her up against the wall with his pants and boxers at his ankles in a second. Damn her power over him. "Please be ready. I have someone who'd really like to meet you. Just follow my reiatsu tonight." The Goddess of Flash dropped the conversation on that to leave mystery floating around the puzzled teen's head.

Ichigo rubbed his head, wide eyes fixed on the ground at his feet. Just how many women did Yoruichi want him to screw in a week?

Dusk had arrived. It was difficult, but Ichigo managed to get out of the house, much to Kon's protests of boredom and pleas to watch the non-existent movie that Ichigo had viewed last night. The only way to shut Kon up was removing him from the lion plushy. That was inconvenient, for Ichigo knew the Mod Soul would have a lot to complain about in the morning.

Now all that was left was following Yoruichi's reiatsu. While he did suck at sensing spirit force, he could catch hold of her signal if he concentrated hard enough. And so, he was well on his way. Halfway to his destination, he couldn't help feeling that this was an awfully familiar path. As he drew closer, anxiety rose in his chest. He lost his breath when he saw a black cat sitting patiently in front of an apartment building; not just any apartment building, but none other than Orihime's.

"Yo, Ichigo," the cat said, raising a paw. "Good to see you've improved your sensory skills a bit."

The praise went ignored, for Ichigo was aghast while pointing stupidly at the apartment. He stuttered a bit before Yoruichi could actually understand what he was trying to say. "This can't possibly be the place! It's Inoue's house!"

The cat simply nodded with a nonchalant grunt. "Yes, it is. Now come up, Ichigo. Let's not stay out here all night." Yoruichi walked up the stairs leading to Orihime's floor. Dumbstruck, Ichigo could only follow. Surely Yoruichi could have convinced someone like Orihime to actually participate in something like this. After some thought on how easily she could be influenced, Ichigo regrettably took back the idea with an overwhelmed look of doubt.

Yoruichi sat in front of Orihime's door and told Ichigo to open it. When he asked why she didn't revert to her human form to do it herself, she snapped at him and said that he was the one always complaining about her walking around naked where she could be seen by other people; he meekly apologized upon being caught in her harsh gaze and did as he was told.

He opened the door of the well-lit room and peered inside as Yoruichi moved through the doorway. What Ichigo saw then made his jaw drop and his heart pause for an instant. There was Orihime, sitting on one of the pillows around her small dining table. She was clad in only a pink bra and panties, arms and legs bound behind her with a kido spell – compliments of Yoruichi. In such a position, her bosom was thrust outward, and it seemed like the underwear would burst under the strain of her huge breasts; Ichigo had never really taken much notice before, but she was really well-stacked.

Orihime perked up when the door open, and then flushed when she saw it was Ichigo. Surprise and embarrassment were covered up as she giggled weakly. "Good evening, Kurosaki-kun," she greeted in a shaky voice. Seeing his was honestly a shock to her; for some reason, she thought that it might have been another woman who Yoruichi would bring, most likely Soi Fon.

"Inoue, what are you doing?" Ichigo blurted out, shutting the door behind him so no prying eyes could see the vulnerable redhead from outside.

Orihime kept her smile and said, "Yoruichi-san told me to be like this because it'll look nice." She made it sound like that made it okay. Ichigo gave a sideways glance to Yoruichi, who didn't seem interested in the topic at all. "I didn't know that you were Yoruichi-san's other student," Orihime added.

Why the hell did she have to take this so casually? Ichigo sighed and approached her to help her out, trying not to notice how her breasts were nearly spilling from the bra cups. Before he could take his third steps, slender arms roamed to his front, enclosing him in an insistent hold. Yoruichi's breath could be felt on the side of his neck when she purred sexily. "Doesn't she just look so nice there, Ichigo? Prepped and ready for you." She planted a soft kiss at the base of his neck, knowing how much it affected him. He was giving in so easily, she thought with a smirk that only Orihime could see. Slowly, her hand slipped down and fumbled a bit with the button of Ichigo's pants. It popped open easily enough, but his undressing would wait; let him sweat a little, she decided.

Orihime tensed when Ichigo was nudged nearer to her. Having his intense gaze fixed her and jaw ajar in awe, she flushed until her face looked like a tomato with eyes. She swallowed hard, trying not to get lost in his stare. Curious about the male body, she coyly let her eyes wander down to the front of his pants. She went redder and immediately looked away when she saw a shaft straining against the jeans, eager to be buried in her. Her mouth went dry at the idea of being filled in just a small matter of time. If it was anyone else, however, she would've protested. Her thighs shifted somewhat as a familiar heat ignited in her stomach.

Under Yoruichi's guidance, Ichigo was brought to his knees in front of Orihime. His first, natural urge was to reach out and caress the body displayed for his enjoyment, but he suppressed those feelings for Orihime's sake; he wasn't going to take advantage of her while bound like that, being of a chivalrous sort. Therefore, he just sits, staring at Orihime with a bit of shame.

Yoruichi was not so under-spoken, crawling out from behind Ichigo to slowly embrace Orihime; she purposely slipped an arm underneath the heavy breasts to emphasize their mass. "What are you waiting for, Ichigo? Orihime's waiting," she told him, a hand tracing the underside of the younger girl's tits.

Orihime tried not to let Ichigo see how right Yoruichi was. She begged the gods not to let Ichigo notice how damp her panties were becoming.

She yelped lightly when Yoruichi's fingers tugged down one of her bra cups. The mound of flesh popped into view, jiggling gratefully after being smothered for so long. The nipple had already hardened from her aroused state, begging for attention. Yoruichi simply taunted the girl, tracing the areola ever so lightly, making Orihime squirm while biting back a sound of pleasure.

Ichigo's hand was trembling. He reached halfway out and noticed how Orihime froze up. Was she really so uncomfortable? He became unsure of himself and looked at Yoruichi. "I… shouldn't be doing this," he told her, retracting his hand.

"Wait!" The volume of her own voice startled Orihime; even Yoruichi was surprised that she was the one to protest. Recoiling somewhat, Orihime looked off to the side. "It's all right, Kurosaki-kun…" Her gray eyes glanced up at him, and she murmured, "If it's you…" She didn't need to say anything else; it was written all over her face.

Ichigo was at a loss from this revelation. He wasn't aware of the full extent of her feelings, but hearing from her own mouth that she was okay with it made a huge difference for him. Much to Yoruichi's delight, he leaned forward and pressed his lips against Orihime's, surprising her from the suddenness of it. After the initial shock, she kissed back, tongues willingly dancing against one another.

Yoruichi kissed down Orihime's neck while chuckling smugly in her throat. Tonight was going to be very fun.

She moved her palms to curve around Orihime's breasts. One was already exposed, so that nipple was rewarded with tender strokes. The other steadily was brought into view, and Ichigo had to sit back and watch, panting from the kiss he shared with Orihime. The bound girl simply looked down and stared as Yoruichi exposed the fullness of her chest; even if she wanted to protest, there wasn't much she could do with kido restricting her arm and leg movement. Therefore, she looked at the bright side of the situation: her breasts were no longer squeezed by the considerably small bra.

Cupping a hand beneath Orihime's right mound, Yoruichi offered it to Ichigo. She told him once again to not keep the poor girl waiting, and he decided not to hesitate or second-guess himself a moment longer; his hand took the place of Yoruichi's to support the supple flesh and his lips captured the rosy bud. In response to this, Orihime gasped sharply and held her breath, not taking her unblinking eyes from the sight of her secret-crush suckling on her breast.

Not being one to be left out, Yoruichi assaulted the other breast after mercifully removing the bra entirely from Orihime's chest, biting at the hardened nipple first before slipping her lips over it. She loved how the awkward girl made her sounds of pleasure: restraining herself as much as possible, like she was offending someone with the noise. Yoruichi flicked her tongue rapidly over the captured tit prior to nipping at it; Orihime jumped a bit in response, a movement that made her chest jiggle a little against the two faces pressed against her.

Ichigo was being tender. Unlike his playful teacher, he made the strokes of his tongue soft and long. His attention to her body set Orihime on fire. She wanted to rid herself of her panties, for they were already soaked through. How dearly she wanted Ichigo there. She found herself yearning for it. Ichigo, too, felt the burning need to be inside of her. The throbbing in his pants had become a nuisance, and he had to relieve the uncomfortable pressure.

While one hand still held up her mammary, his other hand went to his zipper and tugged it down. His boxers were now the only thing causing him discomfort, and he moved to pull it over his eager erection. Yoruichi's hand was quicker and seized him. He glanced at her a moment before he dropped forward, plunging in between Orihime's soft breasts, finding himself suddenly caught in a binding kido spell. Not dissimilar to the bondage Rukia had him in upon their first meeting, Ichigo's arms folded behind him. Unlike Rukia's, however, Yoruichi's spell was much stronger and wouldn't be broken with sheer will.

"Damn it, Yoruichi-san! What are you doing?" he shouted at her when he pulled his face from his classmate's cleavage; Orihime didn't mind. With some effort, he managed to pull himself up to sit on his haunches. His teacher just smirked at him a while longer and tauntingly ran her tongue over the curve of Orihime's left bosom. The utter sensuality of it was enough to cause Ichigo's cock to jerk eagerly. Still, the matter at hand was his restricted arms. He fought against the spell and found his efforts futile. He demanded that Yoruichi release him, but she silenced him with the slightest touch of her fingertip on his lips.

With Ichigo quelled for the moment, Yoruichi addressed Orihime, helping her sit up. The left arm was released from the kido spell, and Orihime experimentally stretched it out so it wouldn't feel cramped. "Orihime," Yoruichi whispered as she took hold of the outstretched hand. When their gazes locked, the ebony woman licked the pad of Orihime's middle finger before directing it elsewhere.

Ichigo gulped when Orihime's fingers touched the rim of his boxers. "Inoue," he stammered as Yoruichi released the girl's hand to let her explore on her own. He wanted to tell her to stop, but he didn't think he could lie that well. With bated breath, he watched on as she caressed him through the boxers.

"Reach in," Yoruichi told her, idly stroking Orihime's thighs while her chin rested on her shoulder. Her eyes stayed locked on the fingers nervously touching the staff underneath the boxers.

Steeling herself for what was about to come next, Orihime held her breath, kept her gaze unwavering, and slipped her hand into Ichigo's underwear. The boy shuddered at the feeling when he was grasped and exposed for the women to see. Now witnessing it firsthand, Orihime took a sharp inhale, blushing immensely; she had yet to let go of the long and thick cock. "It's big," she exclaimed; Ichigo flushed modestly. Dazedly, her fingers drifted away from the shaft of pulsating muscle. She was not used to matters like these and didn't know where to go from here. That was where Yoruichi came in, taking the wavering hand in her own and placing it back on Ichigo's cock with a firmer grip. Concern flooded Orihime's eyes as she looked back at the instructor and organizer of this session. "Yoruichi-san?"

"Just stroke it," Yoruichi told her, slowly gliding Orihime's hand up and down the erection. The devilish gleam in her eyes caught Ichigo's attention. "He really likes it when you play with the head… like this." She showed Orihime just what she was talking about when her thumb went to the slit and rubbed it; some pre-cum rewarded the motion and made the crown of the penis shimmer.

Ichigo cringed at the feeling and did his best not to show how good it felt on his face. He gritted his teeth to bite back a moan, swearing to himself that Yoruichi wouldn't break him so easily, despite how easy it was for her before. However, the added feeling of Orihime's unpracticed jerks on him would wear him down eventually.

Orihime was now the sole holder of Ichigo's penis after Yoruichi drew away to watch her progress. There wasn't any doubt that she wasn't very good at this, for the cock was angled this way and that when she lost her rhythm; not that he complained. Several times, she did as Yoruichi instructed her and caressed the tip of his penis in a manner that made her seem like she was doing a chore. Yoruichi told her to loosen up and to have fun; Orihime tried, but was still clumsy sometimes.

Eight minutes went by, and the pulsating shaft was slick with patches of pre-cum that had been rubbed along itself length. Working with only one hand free from binding kido, Orihime felt her fingers and elbow cramping. The workout was tiring, and Ichigo had yet to ejaculate. At last, the red haired girl had to concede, dropping her aching arm. "I need a break," she breathlessly laughed to Yoruichi. She then beamed up at Ichigo and rubbed the back of her head sheepishly. "Sorry, Kurosaki-kun. You have… a lot more stamina than me." She looked to be practically on the verge of fainting from embarrassment.

Ichigo slapped on a sideways smile as a bead of sweat rolled down the side of his face. "Y-yeah. Don't worry about it," he told her.

Clapping hands brought attention to Yoruichi, who was acting like a teacher trying to get her class simmered down. "Very well," she said to Orihime. "You shall take a break, which means that Ichigo can get to work." Orihime felt the invisible bindings around her ankles vanish. Following Yoruichi's instructions, she moved her legs in front of her; Yoruichi positioned them correctly: bent upward and spread apart. Her sex would've been shamefully on display had she not been wearing panties, but Yoruichi quickly discarded those, slipping them down Orihime's shapely legs until they were completely off.

Orihime swallowed hard and looked down at her completely naked body. Her nether lips glistened with arousal, puffy and quivering in anticipation. Skillfully, Yoruichi's fingers traveled to that area and stroked her lovingly. Biting the corner of her bottom lip, Orihime squeaked a little. Yoruichi then used two fingers to spread her pussy for Ichigo to see; the cock bobbed appreciatively, and if Yoruichi hadn't known any better, she would've believed that he would've lost control and doused Orihime with cum without any contact.

"I think it's time for you to earn Orihime's attention, Ichigo," she told him. Without any tact in her voice, she bluntly said, "Eat her out."

"What?" Orihime suddenly struggled at the request. Her breasts swayed to and fro during her vain wriggling. All the better, Yoruichi thought; this would work Ichigo up even more. "Kurosaki-kun, you can't…!" She realized that whatever qualms she had with him tending to her pussy would be ignored, for the lust-driven boy was already bending over at the waist to get to her crotch. Unable to move much – the binding on her right hand was still in place – she could only pull away about half an inch as Ichigo descended his mouth on her.

Shivers shot up her spine when his lips brushed against that pearl of nerves. He gave his attention to it, suckling sweetly on it and flicking his tongue viciously. In a matter of seconds, he had the busty girl moaning and thrashing. Her thighs clamped on either side of his head, but he didn't mind. Like her, his hands were kept behind him – courtesy of Yoruichi – but he didn't need them. He drank from Orihime like a cat from a saucer of milk. Her cries had become louder, no longer caring if anyone else in the apartment building heard her. Impulsively, she grabbed Ichigo's head and urged him closer to her crotch, begging him not to stop.

Yoruichi found pleasure in just watching, as she had done when Ichigo and Soi Fon first explored each other's body. She caressed her own breasts, toying with her hardened nipples. Watching Ichigo devour Orihime's cunt, she moaned and suckled on her finger as though it were a cock. That finger, now coated with saliva, circled one nipple, and then traveled down further until she slipped it within herself. Definitely not as satisfying as the real thing, she thought as she glanced at what she could of Ichigo's cock, but the night was still young.

"Kurosaki-kun!" The name was repeated over and over by the delighted Orihime. Her hips bucked against him of their own accord, demanding satisfaction. He wasn't about to let her down and whipped his tongue wildly against the folds of her sex. His tongue eventually squirmed its way inside of her, which made her jump on her ass. The orgasms Yoruichi had bestowed upon her earlier that very same day could hardly rival the building climax of this one.

Yoruichi's mouth dawned on her left nipple, adding to the bonfire of pleasure. Orihime wasn't at all prepared for this and could only watch as her body was ravaged by two people at the same time. Her tit was bitten and licked while Ichigo ate her vagina eagerly; it was enough to drive the odd girl mad. And thus, she could not hold on any longer. Shuddering and crying, she came, releasing all the pleasure that had built up on Ichigo's tongue. He lapped at her juices as they flowed from her contracting tunnel. He had never seen a woman's pussy tremble so much during an orgasm when he pulled back. Orihime screwed her eyes shut and thrashed against the bondage, sobbing Ichigo's name. Yoruichi petted her vagina a while longer to prolong the experience. Her middle finger shoved into the undulating passage of Orihime's vagina.

When the orgasm was done, Orihime held her hand behind her to brace against the table, lest she wanted to fall over. The space in front of her was drenched in her fluids, making her blush profusely. Seeing Ichigo's lips and chin covered in the same substance made her turn even redder. "Sorry, Kurosaki-kun," she panted, unable to look him in the eye anymore.

Ichigo could only chuckle at her bashfulness; coming this far, and still having some problems with intimacy. Leaning over as much as he could without losing balance, he managed to swiftly kiss her lips, leaving her body's taste on them; she timidly ran her tongue out to capture the flavor.

"Well done, Ichigo," congratulated Yoruichi, patting him on the back. He gave her a skeptic glance, for things always came harder when she seemed overzealous. She looked at Orihime and said, "It's time to repay the debt, Orihime." She reached down and tugged Ichigo's pants and boxers further down so that all of his cock could be revealed to the redhead. Yoruichi cupped his testicles, making him shiver, and presented the whole of his sex to Orihime. "Time for you to learn how to give head."

Orihime perked up at this. "Give head?" She wasn't all that well-versed in sexual acts, and her imagination quickly ran away with her, picturing herself plucking off her own head and handing it to Ichigo like a gift.

Rather than explain, Yoruichi said, "Like this." She dropped her lips on Ichigo's shaft, adjusting her jaw on the way down. Her lips tightened around his tool, much to his satisfaction, and slowly drew up. She nursed on the head for a bit before lowering again and repeating the process so Orihime could watch and learn. Ichigo winced from the delightful feeling when his teacher playfully bit the head of his cock, and then glanced at Orihime; she seemed rather excited watching this.

What could happen, she wondered, from doing such things with her mouth? She hadn't exactly paid awfully close attention during her anatomy classes when lunch was right after it. Curiosity made her eager to actually take Ichigo into her mouth and have her go at pleasuring him. From the sounds he made, she could only assume that this caused him pleasure akin to what she felt when he rubbed her with his tongue.

The cock popped from Yoruichi's mouth, and she gave the crown a long lick before moving away. She smirked at Orihime while wiping a trail of spit from the corner of her mouth. "Simple, right?"

Orihime nodded, and that was all Yoruichi needed. Moving Ichigo forward and binding Orihime's hands behind her once again – Yoruichi had come to find it more entertaining when the two of them didn't have the use of their hands – Orihime finally was close enough to stretch out her neck and take Ichigo into her mouth. She wasted no time on this seemingly exciting journey and capped the tip with her lips. Always excited to taste new things, she thrilled upon gathering the pre-cum that had started to dribble from the slit. A taste only someone like her could actually love on first sampling.

Her eagerness was quite unexpected to both Ichigo and Yoruichi. Ichigo, after getting over the initial shock, groaned and closed his eyes when Orihime inched her way to the base. She got six inches in her mouth, forcing the seventh to fit in her throat after calming her gag reflex. Little space was given to her mouth now that it was filled with the thick erection, but she managed to roll her tongue about it, lathering him with saliva. When he jerked against her, she found that he responded the most when she licked the head where he produced that tasty fluid one drop at a time.

She may not have been good at giving handjobs, but she did exceptionally well with oral sex; Ichigo could attest to that. It must've been because of her appetite, causing her to swallow all sorts of things. His cock pulsed when he imagined what she would be swallowing soon enough. Thinking that something was wrong, Orihime looked up at him, cock still in mouth, and said his name into the penis. The vibrations of her muffled voice made him shudder in delight. He would've put his hand on the top of her head if he could to guide her. However, he could only encourage her verbally. "Keep going, Inoue. It feels really good."

Not needing to be told twice, she tried to take more of him into her mouth, spurred on by his praise. She fell short of eight inches, but that was to be expected of a first-timer. She drew back, the suction of her mouth overwhelming; the penis popped out from between her puckered lips when she finally pulled away. She leaned forward and stuck out her tongue as far as she could, tracing it from the base of the cock to the tip, where she removed the newest bead of pre-cum.

Before she could engulf the whole of the cock again, Yoruichi held her back. When asked why, she simply nodded toward the sac underneath the shaft. Her palm raised and cradled the duo of spheres, commenting that they were equally sensitive. "So I should lick them, too?" Orihime leaned in closer to inspect the testicles.

"Yes, men like it very much." Yoruichi lapped at one before taking it into her mouth. She did not suckle as greedily as she had with the cock, for she knew too well the vulnerability of men and this weakness. Following her example, Orihime took care of the opposite testicle, licking and sucking on the contracting skin. Ichigo was finally getting ready to burst, Yoruichi thought as she continued to tend to his balls while a hand reached up and stroked his shaft.

This pleasuring continued for a while longer, both women licking up and down his dick, taking turning sucking on it; few times, when their mouths were not upon him, Ichigo would watch as Yoruichi brought Orihime into fierce kisses. Immediately after the kisses would end, he would watch as his erection vanished into one of their mouths. He was quickly being brought to the edge.

Yoruichi knew too well the certain signs of Ichigo's oncoming orgasm: the sounds he made, how often he twitched, the direction of his eyes. Yes, he would always stare at where he wanted his cum to land before he actually came, as if taking aim and willing his essence to land in that particular area. He was watching Orihime's mouth intently while she worked on his shaft.

Orihime was surprised when she was kept from suckling Ichigo's cock again, unaware that it would've been the last time before he would've exploded in her mouth. She whined in protest as a drop of pre-cum was wasted when it fell from the tip. Even Ichigo begged Yoruichi not to take Orihime's gracious mouth from him so soon.

Ignoring both protests, Yoruichi eased Orihime to lean back against her. With the younger girl's chest thrust out somewhat, Yoruichi told Ichigo to do what he wanted. At this, only Orihime wasn't privy to what was about to happen, even when Yoruichi handled her breasts, parting them slightly. She was most surprised when Ichigo pushed his cock in the valley between her tits. Yoruichi then locked it in place between the globes of jiggling flesh.

Ichigo, without the use of arms, found it a little difficult to set a pace for the thrusts, but he managed all the same. The sounds of Orihime's shocked gasps were music to his ears, helping him dash to an orgasm. She stayed focused on the cock head that constantly approached her face before drawing back and disappearing in her cleavage. She could feel him swelling, wondering what was coming.

"Open your mouth" was what Yoruichi whispered into her ear. The Goddess of Flash had been kneading the huge breasts in her hands, squeezing and twisting her pink nipples. Wincing at the pleasurable pain, Orihime did what she was told, her tongue stretching out and mouth wide. When her gray eyes lifted to meet Ichigo's, it was to be his end.

"Inoue!" He cried the name as he thrust one last time between the soft vice, his sac retracting viciously. He came harder than Yoruichi had seen since he soaked Soi Fon after his first blowjob. The first shot was off by a few centimeters; half went into her mouth while the other part sprayed along her cheek and got a little in her hair. Orihime flinched and glanced back down at the member now gushing several rounds of thick, white fluid that she – with her unique tastes – found exquisite. The majority filled her mouth, but some haphazard shots shimmered on her cheeks and breasts.

Taking deep, ragged breaths, Ichigo fell back. He was exhausted, but relieved. Falling back, he had a goofy grin on his face while recovering his strength. His cock had wilted by this time, dribbling the last traces of his seed on his pants. Vaguely, he realized that Yoruichi's spell had been released.

Orihime stared at him, concerned for his wellbeing while jizz dripped off of her face. The pole between his legs had deflated, limply lying there. Such a shame, she thought, for she had found it most enjoyable to suck on it. Her gaze was brought away when she felt a tongue lick away a good portion of semen from her cheek. She watched as the white substance was taken into Yoruichi's mouth to be swallowed. The moment they faced each other, Yoruichi tenderly connected their lips to share the strong taste of Ichigo's seed.

When the kiss was ended and the portions of cum were swallowed, Yoruichi sat back. She gave Orihime a wicked smirk as her legs parted. "Ichigo is a little tired to go on," she mused. "Why don't we get him back in the mood, Orihime?"

"Uh, right," Orihime agreed without even knowing to what. The back of her head was grabbed in the next instant, and immediately, she was faced with Yoruichi's eager vagina. So this is what Yoruichi meant. Orihime wasn't about to protest, however; her 'teacher' had been kind, after all, instructing her in the ways of pleasure. Now she could return the favor. Without the slightest hesitance, she began to lick the pinkish folds of Yoruichi's sex.

Yoruichi shifted slightly with a slight sigh of pleasure. "Good girl," she murmured. She glanced over at Ichigo. He was barely able to turn his head to watch this erotic display. That was good; he should be raring to go in a few minutes.

Orihime found some delight in this, other than Yoruichi's growing moans of pleasure. She actually enjoyed eating another woman's pussy. Remembering how she herself was devoured by both Yoruichi and Ichigo, she constantly licked the sensitive spot at the top of the vagina. Yoruichi was much more used to the sensation and didn't lose control like Orihime had. Even as Orihime's tongue penetrated her and vigorously massaged her walls, she didn't do much other than sway her hips a little.

Despite her lack of reactions, Yoruichi thoroughly loved the way Orihime's tongue doted on her. The new student incorporated her entire mouth to generate different pleasures. Her teeth would sometimes scrape against the clit, or her lips would mesh against the labia in a sloppy kiss. She worked at it for several minutes, exciting Yoruichi with every passing second.

"You should take a good look at your little 'hime, Ichigo," Yoruichi half-moaned as she looked over at the boy. He was sitting up now, fully recovered and mildly stroking his now-hard cock at the sight. He didn't take his eyes away from the sight of Orihime diving into his mentor's pussy. "She's quite a quick learner when it comes to eating a woman out. I think she could be taught to do it better than even you." Ichigo rolled his eyes; her provocations wouldn't work on him.

Orihime had listened to Yoruichi's words and was quite flattered. It helped her eagerness, and she began anew with fervor. When Yoruichi's hips began to roll against her face, she could only assume that she was near completion. She had thought that she would be able to satisfy Yoruichi, but she was pulled away and flipped onto her back in the next second; she hadn't even the time to retract her tongue as Ichigo forced her legs apart.

"Kurosaki-kun?" She was startled to see him absolutely naked, sitting between her legs. Even more astonishing was that his erection returned, and looked even bigger than before. When he directed it to her sopping wet hole, she had to protest. "Wait, Kurosaki-kun! I think it's too big!" She couldn't reach him, though. He was too far gone in a haze of lust, though he had enough sense not to just shove himself entirely into her. She screamed when he finally pierced her, wedging into her, parting her virgin walls with his massive tool. When he broke through her hymen, she yelped and jerked against Ichigo, eyes watering with pain. Only Ichigo's lips sealing hers calmed her for the moment. He still moved into her until he was fully sheathed, but he did it slowly, gently; at least that side of him didn't vanish along with his senses.

The utter tightness of her – being the first virgin he copulated with – was pleasure enough. He buried his face in the crook of her shoulder, panting heavily. Her fingernails dug and raked across his back, but he didn't mind. Let her pain be shared with him, just as their pleasure was.

He adjusted himself a little, and then the pace began. Orihime was rocked with his short thrusts, the pain slowly being eased. When it was gone, she let him know by loosening her hold on him. A slow session of bucks picked up speed until Orihime could swear that she was getting friction burns on her back from the floor. She grunted and squealed as Ichigo fucked her, the entirety of his meat slipping in and out of her slippery channel. His name became the only word in her vocabulary as his tempo increased.

Ichigo, now being a man who was well-trained in sexual positions, altered their stances at random intervals to find which one Orihime would find most suitable. Different sounds came from her every time they changed. Sounds resembling shameful pleasure originated from her throat when he brought her on all fours and fucked her from behind. Watching her long hair flow over her back was most enjoyable, but Ichigo had to find the perfect position for them.

Eventually, they found the perfect spot, one where Orihime could learn by doing. She was on top, straddling him and bouncing on his lap. The rapturous smile on her face and the eagerness of her downward thrusts told him that she preferred this best of all. He liked it as well, for it gave him full access to her large, rolling tits.

But where was Yoruichi in all this? That was what Ichigo thought when he saw her purple head pop up behind Orihime, smiling devilishly. When Orihime paused in her bounces as though something startled her, Ichigo knew what was going to happen; his hands clamped on her waist and pulled her all the way down on him. Orihime, helpless between the two powerful Shinigami, was forced to bend forward, her ass jutting outward to Yoruichi and her purple strap-on.

The ex-captain produced a bottle of lube and poured the contents down the crevice of Orihime's butt, being sure to smear it well over the puckered hole. "Y-Yoruichi-san!" cried Orihime. "What are you doing?!"

"Getting you ready," the woman replied sultrily as she finished prepping Orihime's back entrance. "It would hurt without some lubrication." She stuck her tongue out of the side of her mouth as if she was working on some delicate process when she oiled up her appendage. "This dildo is a little special. It's from the Research and Development Bureau of Soul Society. It connects to the nerves of the user's vagina so that she can experience the pleasure she cannot with a normal dildo. It also releases antibodies that will prevent pregnancy, so you can cum in her as much as you'd like, Ichigo." She winked at him from over Orihime's shoulder. At last, despite Orihime's nervous protests, she pressed forward, breasts molding into the girl's back, and aligned the head of the phallus with her anus. "And the best part is, during an orgasm, it will release synthetic semen so you can enjoy the feeling of it filling your ass."

"No, don't!" Orihime should've learned by now that she couldn't sway the decisions of her two lovers. The tip pressed hard against the ring of muscle, and she pushed back with her bound hands to try to get Yoruichi away from her, but it was futile. She tensed when her body was invaded in such a private area. Behind her, she heard Yoruichi giving some strained grunts as she plunged her fake cock completely into her body. "It hurts!"

Yoruichi squeezed her eyes shut from the pleasurable feeling. So this is how a man felt… "You're unbelievably tight, Orihime. I don't think I'd be able to fit inside without the lubricant," she groaned before she was fully sheathed in Orihime.

Tears were running from Orihime's eyes. She hadn't expected to be taking two large cocks in her at the same time. It felt weird, unnatural even. Still, Yoruichi had not led her astray, and with a little willpower, she could ignore the pain for a time. Ichigo, eyes flooding with concern asked her if she was all right. Nodding, she began to rock her hips again, this time at a careful pace, as Yoruichi's penis did cause more discomfort. The lubricant did seem to help the passage, but it couldn't be relied on.

Though, with some getting used to it, Orihime found that pleasure could be found in anal sex. When both of her holes had been stretched enough, she began to move with the same enthusiasm before. She had committed her body to the absolute pleasure of Yoruichi and Ichigo, wanting them to be satisfied rather than herself. She called their names one right after the other, telling them how good they felt inside of her, how nicely they filled her. Her dirty talk excited Ichigo further. How badly he wanted to shoot his spunk into her… He bit down hard and tried to restrain himself.

"Your ass is wonderful, Orihime! It's squeezing down so hard, I can barely move in you!" Yoruichi was sweating profusely and flushed in the cheeks. While she may have had more sexual conquests than Ichigo and Orihime would ever have in their entire lives, this was the first time feeling the different sensations that came with a cock. Perhaps that was why she came first. The fake penis expelled hot shots of blue fluid resembling the thickness of semen into Orihime's rectum, allowing the girl to feel the warmth of it spread through her. She wasn't done, though, and extracted herself. "Turn your head," she breathlessly told the redhead. Orihime did so, closing her eyes and lulling her tongue out of her mouth, beckoning Yoruichi to cum all over her face and in her mouth. Yoruichi grunted and pumped her member as more ejaculate surged from the dildo of Soul Society. The warmth of it covered the left side of Orihime's face, and she lazily lapped at the fluid. Not as tasty as Ichigo's, but it would do.

Spent, Yoruichi fell back to rest. This was definitely something she could get used to, she thought as she stroked the rubbery penis as several more dribbles came out of it.

Filled and covered with cum, as well as Ichigo still pounding away at her pussy, was the undoing of Orihime. She fell against Ichigo and cried out as she came. Her inner walls contracted around Ichigo, and she forced herself onto his lap. "Cum in me, Kurosaki-kun!" she begged him. She slid her hips up until he almost popped out of her, and then drove right back down.

This was done over three more times before Ichigo's fingers dug into her ass and held her in place. He cussed in a hiss when he finally came. Bursts of white goo exploded into Orihime's womb, coating everything in white before inevitably spilling out from the sheer quantity; thank the heavens that Yoruichi's dildo would prevent pregnancy from happening, for the quantity of the sperm now swimming in Orihime would've ensured a successful child. Orihime's convulsing walls milked every last drop of burning seed from his pulsing erection.

After what seemed like hours of cumming, he was done. His cock deflated in her and slipped from her body, uncorking a torrent of cum from her. Orihime, breathless, rolled off of Ichigo to stare at the ceiling. What had she just done? Where would she and Ichigo go from here? What of Yoruichi?

Stretching out after a good rest, the ebony cat woman stood up. Proud and naked, she looked at her two students, shifting her weight to one side of her hips. "You two did well. I look forward to the next time we do this." In the blink of an eye, she reverted back into her cat form. "For right now, I have some work to do. Thank you, for the stress reliever. Ichigo… Orihime." Casually, she walked to the window, moved aside the curtains and opened the glass, and leapt out into the night.

Both Orihime and Ichigo sat up together. Confused, she looked at her dreary lover for an answer. He smiled weakly and shrugged. "It's always like that with her," he said. He yawned and lay back again. "Better rest up while you can," he mumbled. "There's no telling when she'll be back…"

Taking his advice, Orihime nodded and cuddled up with Ichigo. A shower could wait for an hour or two. Hopefully Yoruichi wouldn't pop up like last time. Orihime smiled coyly.

Then again…


End file.
